Release of Holdback. Amount Notwithstanding anything to the contrary herein, the Holdback Amount shall be released as follows: (a) upon the Audit Completion (but in any case not later than twelve (12) months after the Closing Date) without the occurrence of an Audit Breach, the Purchaser shall pay by wire transfer of immediately available funds to the Sellers (in accordance with their respective Seller Allocation Percentages) the Audit Release Amount (provided that if any Seller has then liquidated, dissolved or wound up, then the amount that would be paid to such Seller shall be paid to the Shareholders (or their successors or assigns) in accordance with their respective Shareholder Allocation Percentages) within five (5) Business Days after the date of such Audit Completion; (b) an amount up to the Working Capital Release Amount shall be paid to the Sellers in accordance with Sections 2.9(f); (c) to the extent that the Holdback Amount has not been exhausted (pursuant to Sections 2.9(f), 5.15 or 9.3(b)) as of the date that the Parent timely completes its financial audit for the twelve (12) month
Release of Holdback. Pursuant to the Escrow Agreement, Buyer shall authorize and request the escrow holder to pay to the Selling Members on November 1, 2005 (the "HOLDBACK EXPIRY"), any positive amount equal to (i) the Holdback Amount less (ii) the sum of (A) all resolved but unpaid Claims owing to the Buyer Indemnitees existing on the Holdback Expiry, plus (B) all unresolved Claims made by the Buyer Indemnitees prior to the Holdback Expiry in accordance with Article 7 ("UNRESOLVED CLAIMS"). Any remaining Holdback Amount (together with any interest thereon) that is not released on the Holdback Expiry shall, as each Unresolved Claim is resolved, be released to the Selling Members or paid to any Buyer Indemnitee to satisfy such Unresolved Claim, in such amounts as are appropriate to reflect the resolution of such Claim. The parties shall use their best efforts to resolve such Claims as promptly as possible. In any event, the balance of the Holdback Amount shall be distributed to the Selling Members on or before May 1, 2006, regardless of the status of Unresolved Claims. The release of any remaining Holdback Amount (together with interest thereon) from the Holdback Account in accordance with this Section 1.4(b) shall be by wire transfer of immediately available funds, in accordance with each Selling Member's duly authorized payment instructions and will be distributed in the same percentages as each Selling Member's respective ownership interest as of the Closing Date. Notwithstanding the release of funds pursuant to this Section 1.4(b), the Selling Members shall remain liable for the amount of any Unresolved Claims made by Buyer in good faith prior to October 31, 2005; provided that any such liability shall be subject to the terms, conditions and limitations set forth in Article 7.
Release of Holdback. In the event the Vendors do not deliver to the Purchaser the Audited Financial Statements prior to the Closing Date then the Vendors, the Purchaser and the Escrow Holder shall enter into the Holdback Escrow Agreement on the Closing Date and the Purchaser shall deposit the Holdback with the Escrow Holder. The Vendors shall use their best efforts to deliver the Audited Financial Statements within forty-five (45) days from the Closing Date but in any event no later than sixty (60) days from the Closing Date, to the Purchaser. Within seven (7) Business Days of receipt of the Audited Financial Statements subject to the terms of Article 8, the Parties shall execute a joint written direction in the form attached to the Holdback Escrow Agreement instructing the Escrow Holder to release the Holdback to the Vendors and the Purchaser (as applicable) as follows:
Release of Holdback. Within sixty (60) days of the Closing Date, Parent and the Shareholders shall mutually determine the Company's actual balances of cash and cash equivalents and the Covered Liabilities as at the Closing Date. If the actual amount of cash and cash equivalents exceeds the actual amount of the Covered Liabilities (the amount of such excess, the "Cash Excess"), then Parent shall, within five (5) days of such determination, pay to each Shareholder his Prorata Share of the full amount of the Purchase Price Adjustment Holdback plus the full amount of the Cash Excess. If the amount of the Company's Covered Liabilities exceeds the amount of its cash and cash equivalents as so determined by the parties (such excess, a "Payables Excess") by an amount equal to or less than the amount of the Purchase Price Adjustment Holdback, then Parent shall (i) be entitled to offset the amount of the Payables Excess against the Purchase Price Adjustment Holdback and (ii) if any portion of the Purchase Price Adjustment Holdback is then remaining, pay, within five (5) days of the determination of the Payables Excess, to each Shareholder such Shareholder's Prorata Share of such remaining portion of the Purchase Price Adjustment Holdback. If there is a Payables Excess and such excess is greater than the amount of the Purchase Price Adjustment Holdback, then Parent shall be entitled to retain the full amount of the Purchase Price Adjustment Holdback and each Shareholder shall, within five (5) days of the determination of the Payables Excess, pay to Parent in cash such Shareholder's Prorata Share of the amount by which the Payables Excess exceeds the amount of the Purchase Price Adjustment Holdback.
Release of Holdback. (i) Within five (5) Business Days following the Expiration Date, Parent shall issue to the Holdback Participants any Holdback Shares less (i) the number of Holdback Shares canceled and no longer issuable to the Company Common Stockholders, in satisfaction of indemnification claims made by Parent prior to the Expiration Date pursuant to Article IX hereof, and (ii) a number of Holdback Shares with a value equal to the aggregate amount of indemnification claims made by Parent pursuant to Article IX hereof which remain outstanding and unresolved (the “Aggregate Outstanding Claims”), or, in the event that the Aggregate Outstanding Claims exceed the value of the remaining number of Holdback Shares, all remaining Holdback Shares (such number of retained Holdback Shares and such number of retained Holdback Shares as such amount and number may be further reduced after the Expiration Date by distributions to the Holdback Participants by Parent pursuant to Article IX hereof and Holdback Shares canceled and no longer issuable to the Company Common Stockholders, in satisfaction of indemnification claims made by Parent prior to the Expiration Date pursuant to Article IX hereof, the “Retained Holdback Consideration”).
Release of Holdback. Owner shall hold the aggregate amount of the Holdback until the Mechanical Completion Date. After the Mechanical Completion Date, Owner shall release the Holdback less one hundred fifty percent (150%) of the value of outstanding punch list items (punch list items shall be mutually agreed to between Owner and Contractor). Once Contractor completes the punch list items, any remaining Holdback shall be immediately released and paid to Contractor. Provided, however, Owner may withhold up to $50,000.00 of such remaining amount until Contractor provides Owner with the red-line As-built drawings. Any interest accruing on such amount shall accrue for the account of Contractor.
Release of Holdback. The Holdback will be released by the Purchaser to the Vendor on the following terms:
Release of Holdback. Within three business days from the later of (i) the Board Change Effective Date or (ii) the full payment or waiver of Company Closing Obligations, the Total Holdback shall be released to the Sellers.
Release of Holdback. At the conclusion (via settlement, final judgment, or expiration of the applicable statute(s) of limitations) of each of the foregoing categories of litigation for which the Holdback may be used, Xxx. Xxxxxx shall release escrowed funds to the Xxxxxx Settlement Fund in the following amounts:
Release of Holdback
