Indemnity Holdback. The “Holdback” shall consist of Two Million Dollars ($2,000,000) of the Merger Consideration to be withheld by the Parent at the Closing and, to the extent all or any portion of the Holdback becomes payable to the Caroderm shareholders pursuant to the provisions of this Section 7.3.3, shall be paid to the Caroderm shareholders, on a pro rata basis, as an element of the Merger Consideration. Nothing contained in this Agreement shall be construed to limit any rights of the Parent Indemnified Parties for full indemnification or otherwise against any Caroderm shareholder severally with respect to the failure of such Caroderm shareholder to have good, valid and marketable title to any Caroderm Shares held by holder as represented herein, free and clear of all Liens or to have the full right, capacity and authority to vote all of such Caroderm Shares in favor of the Merger and any other transaction contemplated by this Agreement; provided that in no event shall any Caroderm shareholder have liability to the Parent Indemnified Parties for Losses in excess of the Merger Consideration payable to such Caroderm shareholder. On expiration of one year from the date hereof, One Million Dollars ($1,000,000) of the Holdback less any (i) amounts used to compensate a Parent Indemnified Party as provided in this Article VII and (ii) amounts constituting a Reserve Amount at such time, shall be distributed to the Caroderm shareholders, pro rata in proportion to the amount each was entitled to receive of the Merger Consideration. On expiration of the Survival Period, all remaining amounts in the Holdback that have not been used to compensate a Parent Indemnified Party as provided in this Article VII or which do not constitute a Reserve Amount, shall be distributed to the Caroderm shareholders, pro rata in proportion to the amount each was entitled to receive of the Merger Consideration. Notwithstanding the foregoing, if, prior to the first anniversary of the Closing Date, the Shareholders shall have delivered to Purchaser from each of the holders of Caroderm Shares a consent to the Merger (in the form delivered by the Shareholders to Purchaser in connection with the approval of the Merger), then, on the first anniversary of the Closing Date, the entire Holdback, less any (i) amounts used to compensate a Parent Indemnified Party as provided in this Article VII and (ii) amounts constituting a Reserve Amount at such time, shall be distributed to the Caroderm shareholders. On resol...
Indemnity Holdback. Upon Vertex Ohio’s payment of the principal balance owing by Vertex Ohio under that certain promissory note in the principal amount of Five Million One Hundred Fifty Thousand Dollars ($5,150,000.00) made payable to Seller by Vertex Ohio (“Ohio Note”), Seller agrees to set aside an amount of the proceeds of the Ohio Note equal to Seller’s Indemnity Cap in an escrow account with Fidelity National Financial, Inc., or one of its affiliates (the “Indemnity Holdback”). The Indemnity Holdback shall be held in escrow until the expiration of the indemnity obligation set forth in Section 6.1(iii), above, at which point any remaining portion of the Indemnity Holdback shall be released to Seller. Subject to the provisions of this Agreement, Seller shall cause such escrow agent to pay to a Buyer Indemnified Party any amount of the Indemnity Holdback determined to be due under this Agreement upon a final and non-appealable judgment, determination, settlement or compromise of the Xxxxxxxxx Action in connection with a claim for Losses related to the Xxxxxxxxx Action by a Buyer Indemnified Party. Buyer and Seller agree that any amount of indemnifiable Losses related to the Xxxxxxxxx Action that is not in dispute, or with respect to which the dispute is fully and finally resolved, shall be paid promptly upon notice of such indemnifiable Losses or upon resolution of such dispute as described above, as applicable. Buyer and Seller hereby agree to promptly execute escrow instructions acceptable to Fidelity National Financial, Inc., or one of its affiliates, effectuating the provisions of this Section 6.2 promptly after the Closing.
Indemnity Holdback. The Purchaser shall pay to the Escrow Agent, by wire transfer of immediately available funds to the account(s) specified by the Escrow Agent to the Purchaser, an amount equal to $[**] ($[**] of which constitutes one half of the retention under the R&W Policy) (the “Indemnity Holdback”). The Indemnity Holdback shall be held, invested and disbursed as specified in this Agreement and the Escrow Agreement; provided that any funds remaining with respect to the Indemnity Holdback on the day that is [**] after the Closing Date, which are not subject to a Claim made pursuant to this Agreement prior to such date, shall be disbursed by the Paying Agent to the Vendors within two (2) Business Days of such date; and
Indemnity Holdback. (a) On the Closing Date, Purchaser shall deposit into the Indemnity Holdback Escrow Account an amount equal to Eight Million Seven Thousand Eight Hundred Sixty-Seven and NO/100 Dollars ($8,007,867.00) in cash (the “Indemnity Holdback Amount”), for the purpose of securing the satisfaction and discharge of indemnity claims of Purchaser against Seller under this Agreement. For the avoidance of doubt, the Indemnity Holdback Amount represents a portion of, and is not in addition to, the Purchase Price and will reduce the Cash Closing Payment as provided in Section 8.4(a). The Indemnity Holdback Escrow Account shall be governed by the provisions of this Section 8.5 and an escrow agreement that Purchaser and Seller shall execute and deliver at Closing to the Escrow Agent (with each Party negotiating reasonably, in good faith and without undue delay) and which shall be in customary form and contain terms and provisions consistent with this Section 8.5 (the “Indemnity Holdback Escrow Agreement”). Except as expressly provided herein, the joint, written authorization of representatives of both Purchaser and Seller pursuant to the Indemnity Holdback Escrow Agreement shall be required for the disbursement of any portion of the Indemnity Holdback Amount.
Indemnity Holdback. The Indemnity Holdback Shares (which shall include for purposes of this Section 11.7 any distributions accrued or made thereon after the date of this Agreement), the net proceeds of any sale of Indemnity Holdback Shares and any other securities or property which may be issued after the date hereof in exchange for such shares in any merger or recapitalization or similar transaction involving BCC) shall be deemed as of the Effective Time to be deposited by the Escrow Stockholders and Purchaser with the Escrow Agent, and certificates representing the Indemnity Holdback Shares shall be held by the Escrow Agent. The Escrow Stockholders shall deliver to the Escrow Agent at the Closing the Indemnity Escrow Agreement, appropriate stock powers endorsed in blank and such other documentation as the Escrow Agent may reasonably prescribe to carry out the purposes of this Section 11.7 So long as any Indemnity Holdback Shares are held by the Escrow Agent hereunder, BCC shall have, and the Escrow Stockholders by execution and/or approval of this Agreement hereby grant, effective as of the Effective Time, a perfected, first priority security interest in such Indemnity Holdback Shares to secure payment of amounts payable by the Escrow Stockholders in respect of claims under this Article 11. In connection therewith, the Escrow Stockholders shall execute and deliver such instruments as BCC or the Escrow Agent may from time to time reasonably request for the purpose of evidencing and perfecting such security interest.
Indemnity Holdback. At Closing, Purchaser shall withhold and not issue 94,798 shares of Purchaser Common Stock with an agreed upon value of $1,950,000 based on the Purchaser Common Stock Price as of the Closing Date from, and without duplication to, the Stock Consideration to be issued by Purchaser at the Closing (the “Indemnity Holdback Shares”). The Indemnity Holdback Shares shall be withheld, issued, and released to Seller after Closing as and to the extent provided in this Section 1.07 to satisfy Seller’s indemnification obligations under Section 6.02(a), if any. The Parties agree that the Purchaser shall issue the Indemnity Holdback Shares only in accordance with the following procedures:
Indemnity Holdback. In order to satisfy and to establish a procedure for the payment by the Stockholders of any liabilities and obligations to indemnify DTS and the other Stockholder Indemnified Parties pursuant to Section 9.2(a) hereof, the Stockholder Representative, DTS, Merger Sub and Bxxxxx Xxxxx Escrow, as Escrow Agent, shall, concurrently with the execution of this Agreement, enter into an escrow agreement, in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which $1,250,000 (the “Holdback Amount”), shall be held in an escrow fund.
Indemnity Holdback. 26 SECTION 7.06. Indemnity Payments Reduced by Insurance Proceeds...........................................27 SECTION 7.07. Exclusive Remedy...........................................................................27 ARTICLE VIII
Indemnity Holdback. As security for the indemnification obligations hereunder, at the Effective Time, each of the Stockholders will pledge to Buyer an amount of shares set forth on Schedule 2 (the "Pledged Shares"), pursuant to the terms of the Pledge Agreement.
Indemnity Holdback. Parent and the Company have selected Acquiom Clearinghouse LLC to act as escrow agent (the “Escrow Agent”) in connection with the Contemplated Transactions. Parent shall be fully responsible for the payment of escrow agent fees charged by the Escrow Agent pursuant to the Escrow Agreement. At Closing, Parent, Escrow Agent and the Principal Sellers shall enter into the Escrow Agreement, in substantially the form attached hereto as Exhibit H, and Parent shall withhold from the Principal Sellers and deposit into an account maintained by the Escrow Agent, for a period of 15 months following the Closing Date, 150,000 Parent Shares of the Merger Consideration payable to the Principal Sellers pursuant to this Agreement (the “Indemnity Holdback Shares”) as security for the satisfaction of the Principal Sellers’ indemnification obligations, if any, under Section 6. The Escrow Agent shall disburse the Indemnity Holdback Shares, subject to the terms and conditions of the Escrow Agreement and any valid indemnity claims, as follows:
