Holdback Termination Date definition
Examples of Holdback Termination Date in a sentence
Within five Business Days of the final adjudication or resolution of an outstanding claim properly noticed pursuant to Section 9.1 by Buyer on or prior to the Holdback Termination Date, Buyer shall disburse to Shareholder the balance, if any, of the Holdback Funds reserved for such claim.
Subject to the conditions and limitations set forth in Article 9, the Buyer shall be entitled to set off against the Retention Holdback Remainder which remains available as of the Retention Holdback Termination Date the amount of any Indemnified Losses in excess of the Holdback Cash Consideration for which an Indemnified Party is entitled to indemnification pursuant to Article 9.
In the event that one or more Holdback Claims remains disputed on and after the Holdback Termination Date, the Purchaser shall retain the disputed amount of the Holdback Claim(s) until the Holdback Claim is either (i) resolved by the Purchaser and the Company, or (ii) there is an order of a court of competent jurisdiction that the amount of the Holdback Claim (and any other amount) shall be paid by the Purchaser to the Company.
On the Holdback Termination Date, the Buyer will distribute the remaining Holdback Shares less the amount reserved for Pending Claims to Seller.
When no Pending Claims remain following the Holdback Termination Date, Buyer will distribute the remaining Holdback Shares following resolution of the Pending Claims existing on the Holdback Termination Date to Seller.