DELIVERY OF HELD BACK SHARES. The Buyer agrees to deliver to the holders of the Held Back Shares, no later than thirty (30) days after the Closing Date any Held Back Shares (and distributions thereon) then held by the Buyer (or proceeds from the sale of Held Back Shares) unless there remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event the Buyer shall retain such number of Held Back Shares (and such amount of proceeds therefrom or distributions thereon) as is sufficient to satisfy any such unresolved claim, as well as the attorney fees and costs associated therewith, and shall release the remaining Held Back Shares (and such remaining proceeds and distributions) to the holders thereof; provided, however, if the Buyer has made no claim for damages hereunder during the first thirty (30) days after the Closing Date, the Buyer shall deliver the Held Back Shares (and such proceeds thereon) to the holders thereof, promptly after such thirty (30) day period. Any Held Back Shares (and proceeds from the sale of, or distributions on, Held Back Shares) remaining on deposit after all such claims shall have been satisfied shall be returned to the holders thereof promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. ViaSource agrees to deliver to the Companies no later than eighteen (18) months after the date hereof any Held Back Shares then held by it unless there then remains unresolved any claim for Indemnifiable Damages as to which notice has been given, in which event ViaSource shall distribute all of the Held Back Shares except for an amount sufficient to compensate ViaSource for such Indemnifiable Damages. After such claim has been satisfied, any remaining Held Back Shares shall be distributed to the Companies promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. ViaSource agrees to deliver to the Shareholders no later than twelve (12) months after the date hereof any Held Back Shares, Held Back Cash and Held Back Note then held by it unless there then remains unresolved any claim for Indemnifiable Damages as to which notice has been given, in which event any Held Back Shares remaining on deposit after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. Nations agrees to deliver to the Shareholder no later than the eighteen months after the Closing Date any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholder promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Time any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. Republic agrees to deliver to the Shareholders no later than the first anniversary of the Effective Date (the "Release Date") any Held Back Shares then held by it (or proceeds from the sale of the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction. Notwithstanding the foregoing provision, the parties hereto hereby agree that following the Release Date, Republic shall continue to set aside and hold, in accordance with this Article, 13,889 of the Held Back Shares (or the proceeds from the sale of such Held Back Shares), or any remaining Held Back Shares then held by Republic, (or the proceeds from the sale of any such remaining Held Back Shares), as continued security (the "Continued Security") for the Shareholders' obligation to indemnify and hold Republic harmless with respect to the bringing of any claim, suit, or action (equitable or otherwise) (the "Claim") in connection with, arising out of or from, or in any manner related to that certain Property Settlement Agreement dated as of November 12, 1996, by and between Larrx X. Xxxxxxx xxx Mary X. Xxxxxxx, xxd any amendments thereto. No later than the second anniversary of the Effective Date, Republic shall promptly deliver 6,945 of the Continued Security then held by it (or the proceeds from the sale of such Continued Security) to the Shareholders unless there then remains unresolved any claim for Indemnifiable Damages with respect to any Claim as to which notice has been given. No later than the third anniversary of the Effective Date, Republic shall promptly deliver to the Shareholders any Continued Security then held by it (or the proceeds from the sale of such Continued Security) unless there then remains unresolved any claim for Indemnifiable Damages with respect to any Claim as to which notice has been given, in which event any Continued Security remaining on deposit (or proceeds from the sale of such Continued Security), after any such Claim shall have been satisfied, shall be returned to the Shareholders promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. Medical Manager agrees to deliver to the Company no later than one year after the Closing Date any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Company promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. The United Companies agree to deliver ---------------------------- to the Shareholders no later than five (5) business days after the first anniversary of the Effective Date any Held Back Shares then held by them unless there then remains unresolved any claim for Indemnifiable Damages hereunder as to which notice has been given, in which event United shall continue to hold in accordance with the provisions of this Article, an amount of Held Back Shares reasonably determined by United to satisfy any such unresolved claim and shall return the balance of the Held Back Shares to the Shareholders. Any Held Back Shares remaining on deposit after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. United shall deliver to the Shareholders no later than the first anniversary of the Effective Date any Held Back Shares then held by it (or proceeds from the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit (or proceeds from the sale of Held Back Shares) after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.
DELIVERY OF HELD BACK SHARES. AVS agrees to deliver to the Shareholders no later than the first anniversary of the Closing Date any Held Back Shares then held by it unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder as to which notice has been given, in which event any Held Back Shares remaining on deposit after such claim shall have been satisfied shall be returned to the Shareholders promptly after the time of satisfaction.
