ProPoint definition
ProPoint means ProPoint Solutions, Inc., its successors and assigns. “ProPoint Indemnity Holdback Amount” means an amount in cash set forth in Section 4 of Schedule B attached hereto. “ProPoint Indemnity Holdback Payment Amount” has the meaning set forth in Section 8.07(a)(i). “ProPoint Indemnity Holdback Survival Date” means the date that is the earlier of: (i) the date that is six (6) years plus sixty (60) days following the Closing Date; or (ii) such time as Sellers provide evidence of payment to Buyer demonstrating that Sellers have performed all of their obligations under a written agreement with ProPoint such that: (x) all obligations and liabilities of Seller Parties and their respective successors under the ProPoint Settlement Agreement have been extinguished and satisfied in full and (y) Buyer and its Affiliates are expressly released from all claims of any kind, whether known or unknown, direct or indirect, absolute or contingent, matured or unmatured, foreseeable or unforeseeable, suspected or unsuspected, accrued or unaccrued, previously or presently existing, or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort, or otherwise, of any kind, character, or nature that may arise thereunder: (A) in relation to the Regis Locations, the ProPoint Software, the ProPoint Settlement Agreement or the Migrations, and (B) with respect to any obligations of any Seller Parties, their respective successors, Buyer or its Affiliates with respect thereto. “ProPoint Settlement Agreement” means that certain Agreement for Transition Services, Settlement, and the Release of Certain Known and Unknown Claims effective as of July 1, 2021 by and between ProPoint Solutions, Inc. and Regis. “ProPoint Software” means the proprietary salon management platform Software and software-as-a-service, including, but not limited to, appointment booking, queue management, point-of-sale, reporting and business intelligence, inventory management, staff management and