Common use of DELIVERY OF HELD BACK SHARES Clause in Contracts

DELIVERY OF HELD BACK SHARES. Republic agrees to deliver to the Shareholder one-half of the Held Back Shares six months following the Effective Date, provided that no claim for Indemnifiable Damages has been made during that period. Republic agrees to deliver to the Shareholder any remaining Held Back Shares no later than one year after the Effective Date any Held Back Shares (and distributions thereon) then held by Republic (or proceeds, together with interest thereon, if any, from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages hereunder for which notice has been given, in which event Republic shall retain such number of Held Back Shares (and such amount of proceeds therefrom, together with interest, if any, 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, together with interest, if any, and distributions) to the Shareholder. Any Held Back Shares (and proceeds, together with interest, if any, 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 Shareholder promptly after the time of satisfaction.

DELIVERY OF HELD BACK SHARES. Republic The Buyer agrees to deliver to the Shareholder one-half holders of the Held Back Shares six months following the Effective DateShares, provided that no claim for Indemnifiable Damages has been made during that period. Republic agrees to deliver to the Shareholder any remaining Held Back Shares no later than one year thirty (30) days after the Effective Closing Date any Held Back Shares (and distributions thereon) then held by Republic the Buyer (or proceeds, together with interest thereon, if any, proceeds from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder for as to which notice has been given, in which event Republic the Buyer shall retain such number of Held Back Shares (and such amount of proceeds therefrom, together with interest, if any, 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, together with interest, if any, proceeds and distributions) to the Shareholderholders 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, together with interest, if any, 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 Shareholder holders thereof promptly after the time of satisfaction.

DELIVERY OF HELD BACK SHARES. Republic agrees to deliver to the Shareholder one-half holders of the Held Back Shares six months following the Effective DateShares, provided that no claim for Indemnifiable Damages has been made during that period. Republic agrees to deliver to the Shareholder any remaining Held Back Shares no later than one year after the Effective Date any Held Back Shares (and distributions thereon) then held by Republic (or proceeds, together with interest thereon, if any, proceeds from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder for as to which notice has been given, in which event Republic shall retain such number of Held Back Shares (and such amount of proceeds therefrom, together with interest, if any, 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, together with interest, if any, proceeds and distributions) to the Shareholderholders thereof; provided, however, if Republic has made no claim for damages hereunder during the first six months after the Effective Date, Republic shall deliver 50% of the Held Back Shares (and such proceeds thereon) to the holders thereof pro rata, promptly after such six-month period. Any Held Back Shares (and proceeds, together with interest, if any, 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 Shareholder holders thereof promptly after the time of satisfaction.

DELIVERY OF HELD BACK SHARES. Republic Except as provided below, SkyLynx agrees to deliver to the Shareholder one-half of the Held Back Shares six months following the Effective Date, provided that no claim for Indemnifiable Damages has been made during that period. Republic agrees to deliver to the Shareholder any remaining Held Back Shares Shareholders no later than one year six months after the Effective Date Time any Held Back Shares (and distributions thereon) then held by Republic it (or proceeds, together with interest thereon, if any, proceeds from the sale of Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder for as to which notice has been given, in which event Republic shall retain such number of Held Back Shares (and such amount of proceeds therefrom, together with interest, if any, 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, together with interest, if any, and distributions) to the Shareholder. Any Held Back Shares (and proceeds, together with interest, if any, from the sale of, or distributions on, Held Back Shares) remaining , to the extent held by SkyLynx, in an amount equal to the amount of such claim plus reasonably anticipated court costs and attorneys' fees and expenses and other expressed costs related thereto shall be kept on deposit after all with SkyLynx until such claims claim shall have been satisfied and, thereafter, the balance of such Held Back Shares shall be promptly returned to the Shareholder promptly Shareholders. Notwithstanding the foregoing, in the event that all claims of MCIWorldcom with respect to services provided, or alleged to have been provided, prior to the Effective Time have not been finally settled or otherwise resolved within six months after the Effective Time, other than claims relating to the Undisputed Amount, SkyLynx may, but is not required to, retain the Payable Held Back Shares until such claims have been finally settled or otherwise resolved; provided, however, SkyLynx and Northwest have the absolute right at any time after six months from the Effective Date to set off against the Payable Held Back Shares any amounts to which it is entitled pursuant to Section 10.1(b) of satisfactionthis Agreement. 10. Section 10.6 of the Agreement is amended to read as follows:

DELIVERY OF HELD BACK SHARES. Republic agrees to deliver to the Shareholder one-half of the Held Back Shares six months following the Effective Date, provided that no claim for Indemnifiable Damages has been made during that period. Republic agrees to deliver to the Shareholder any remaining Held Back Shares Shareholders no later than one year after the first anniversary of the Effective Date (the "Release Date") any Held Back Shares (and distributions thereon) then held by Republic it (or proceeds, together with interest thereon, if any, proceeds from the sale of the Held Back Shares) unless there then remains unresolved any claim for Indemnifiable Damages or other damages hereunder for as to which notice has been given, in which event Republic shall retain such number of any Held Back Shares remaining on deposit (and such amount of or proceeds therefrom, together with interest, if any, 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, together with interest, if any, and distributions) to the Shareholder. Any Held Back Shares (and proceeds, together with interest, if any, from the sale of, or distributions on, of Held Back Shares) remaining on deposit after all such claims claim shall have been satisfied shall be returned to the Shareholder 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.