Common use of Indemnity Holdback Amount Clause in Contracts

Indemnity Holdback Amount. The Initial Indemnity Holdback Amount is intended to be withheld by Buyer at Closing and retained to secure Seller’s indemnification obligations under Section 8.2. Subject to the provisions hereof, (i) on the first (1st) anniversary of the Closing Date (the “Initial Indemnity Holdback Release Date”), Buyer shall pay to Seller by wire transfer of immediate available funds to an account designated in writing by Seller no later than five (5) Business Days prior to the Initial Indemnity Holdback Release Date, an amount equal to the Initial Indemnity Holdback Amount minus the Reduced Indemnity Holdback Amount, minus any amount that is subject to a validly noticed claim by Buyer prior to the Initial Indemnity Holdback Release Date and in accordance with this Article 8. (ii) on the end date of [***] after the Closing Date (the “Indemnity Holdback Release Date”), Buyer shall pay to Seller by wire transfer of immediate available funds to an account designated in writing by Seller no later than five (5) Business Days prior to the Indemnity Holdback Release Date, an amount equal to the Reduced Indemnity Holdback Amount, less any amount that is subject to a validly noticed claim by Buyer prior to the Indemnity Holdback Release Date and in accordance with this Article 8.

Indemnity Holdback Amount. The Initial (a) On the Closing Date, a portion of the Purchase Price equal to $35,500 (the “Indemnity Holdback Amount”) will not be immediately paid to Seller, but rather will be held back by Buyer and shall be used to satisfy those claims, if any, made in good faith by Buyer pursuant to Article VII (“Buyer Indemnification Claims”). Notwithstanding anything to the contrary contained herein, in the event that the Indemnity Holdback Amount is intended not sufficient to be withheld by Buyer at Closing and retained to secure satisfy Seller’s indemnification obligations under Section 8.2. Subject pursuant to Article VII, Seller shall be liable for all Losses (defined below) in excess of the provisions hereof,Indemnity Holdback Amount. (ib) on Upon the first (1st) eighteen-month anniversary of the Closing Date (Date, Buyer will disburse from the “Initial Indemnity Holdback Release Date”), Buyer shall pay to Seller by wire transfer of immediate available funds to an account designated in writing by Seller no later than five (5) Business Days prior to the Initial Indemnity Holdback Release Date, Amount an amount equal to the Initial greater of (i) the initial Indemnity Holdback Amount minus less the Reduced sum of (1) the outstanding and unresolved Buyer Indemnification Claims, and (2) the amounts paid from the Indemnity Holdback Amount, minus Amount to satisfy any amount that is subject to a validly noticed claim by Buyer prior to the Initial Indemnity Holdback Release Date and in accordance with this Article 8. Indemnification Claims; or (ii) on Zero Dollars ($0.00). If the end date outstanding and unresolved Buyer Indemnification Claims described in clause (i) of [***] the previous sentence are ultimately resolved in favor of the Seller, Buyer will disburse the amount of such claims promptly after resolution. Disbursements from the Closing Date (the “Indemnity Holdback Release Date”), Buyer shall pay to Seller Amount will be delivered by wire transfer of immediate immediately available funds to an account designated the Stock Recipients in writing accordance with their pro rata percentage set forth on Schedule A of the Disclosure Schedules. Buyer shall notify the Stock Recipients of potential upcoming disbursements by Seller no later than five (5) Business Days prior providing notice to the appropriate address for each such Person as set forth on Schedule A of the Disclosure Schedules and request wire information for the distribution of any portion of the Indemnity Holdback Release Date, an amount equal to the Reduced Indemnity Holdback Amount, less any amount that is subject to a validly noticed claim by Buyer prior to the Indemnity Holdback Release Date and in accordance with this Article 8.