Holdback Amount. Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchas...
Holdback Amount. As security for the obligations of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary of the Closing, then fifty percent (50%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below, or (B) if the Contingent Amount is issued after the first anniversary of the Closing Date, then twenty-five percent (25%) of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant to Section 2.1(d) below (the Nextera Class A Stock referred to in clauses (i) and (ii) above hereinafter being collectively referred to as the "Holdback Amount"). The shares of Nextera Class A Stock to be held by Nextera pursuant to clause (i) of the preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages set forth opposite each Shareholder's name on Exhibit A and the shares of Nextera Class A Stock to be held by Nextera pursuant to clause (ii) of the preceding paragraph shall be issued in the names and according to the percentages specified in writing by the Shareholder Representative, but such certificates shall not be delivered to them. Such shares of Nextera Class A Stock shall be deemed to be the property of the Shareholders and shall not be deemed to be contingent consideration, but rather are being held back by Nextera as security for the indemnification obligations of the Shareholders hereunder. Any and all dividends and distributions which are declared and/or paid following the Closing with respect to such Nextera Class A Stock shall be included in the Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholders, the Shareholders shall be entitled to receive such dividends and distributions in respect of such released Nextera Class A Stock.
Holdback Amount. The Holdback Amount to the Escrow Agent by wire transfer of immediately available funds;
Holdback Amount. Each Stockholder agrees that in the event of an --------------- underwritten public offering of Registrable Securities for the account of any Stockholder, such Stockholder and any Related Transferee thereof will not, without the written consent of the underwriters, offer for public sale (other than as part of such underwritten public offering) any Securities during the ten (10) days prior to and such number of days (not to exceed 180 days in the case of an initial public offering and 90 days in all other cases) after the effective date of the registration statement in connection with such public offering as the underwriters may reasonably request in writing.
Holdback Amount. The Holdback Amount shall be held by Seller Representative as a fund from which Seller Representative shall, in its sole discretion, (a) reimburse itself for or pay directly any out-of-pocket fees, expenses or costs it incurs in performing its duties and obligations under this Agreement and the Ancillary Documents, including out-of-pocket fees and expenses incurred pursuant to the procedures and provisions set forth herein and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement or any Ancillary Document (and not, for the avoidance of doubt, as compensation for the performance of its duties and obligations under this Agreement and the Ancillary Documents) or (b) satisfy any other obligation or liability of any Security Holder under this Agreement or any Ancillary Document as set forth herein (provided that, for the avoidance of doubt, Seller Representative shall be entitled to do so in its sole discretion and shall have no obligation to satisfy any other obligation or liability of any Security Holder in priority to the items in clause (a) above or at all). Each Security Holder acknowledges that Seller Representative will not be liable for any loss of principal of the Holdback Amount except to the extent finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and exclusively from Seller Representative’s fraud or willful misconduct. At such time as Seller Representative deems appropriate in its sole discretion, Seller Representative shall pay to each Security Holder his, her or its Pro Rata Share of all or any portion of the remaining Holdback Amount.
Holdback Amount. (a) Subject to the terms of this Agreement, Purchaser shall pay to Seller the Holdback Amount for each Participation Certificate that Purchaser elects to purchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) below.
Holdback Amount. DoveBid shall retain $500,000 of the Cash --------------- Consideration (the "Holdback Amount") as security for (i) the indemnification and other obligations of Unidyne and the Stockholders under this Agreement (including any claim for damages by DoveBid for breach of any obligations, representations or warranties of Unidyne or the Stockholders under this Agreement), and (ii) the indemnification and other obligations of B&B and the B&B Shareholders under the B&B Agreement (including any claim for damages by DoveBid for breach of any obligations, representations or warranties of B&B or the B&B Shareholders under the B&B Agreement); and Unidyne hereby grants DoveBid a security interest in such $500,000 and any accrued interest thereon in order to secure all such indemnity and other obligations and
Holdback Amount. No later than the third Business Day after the date that is (a) six months after the Closing Date, the Purchaser shall pay to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date, an amount in cash equal to the then remaining Holdback Amount less $1,000,000 less the aggregate amount of all unresolved claims for indemnification brought by the Purchaser Indemnified Parties in accordance with this ARTICLE IX, (b) 12 months after the Closing Date, the Purchaser shall pay to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date, an amount in cash equal to the then remaining Holdback Amount less $500,000 less the aggregate amount of all unresolved claims for indemnification brought by the Purchaser Indemnified Parties in accordance with this ARTICLE IX, and (c) 18 months after the Closing Date, the Purchaser shall pay to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date, an amount in cash equal to the then remaining Holdback Amount less the aggregate amount of all unresolved claims for indemnification brought by the Purchaser Indemnified Parties in accordance with this ARTICLE IX. No later than the third Business Day following the final resolution of any unresolved claim for which funds were so withheld by the Purchaser, any such funds not paid to Purchaser as a result of the resolution of such claims shall be paid by the Purchaser to the Seller by bank or wire transfer of immediately available funds to the account designated in writing by the Seller at least one Business Day prior to such date.
Holdback Amount. A holdback fund (the “Holdback Amount”) shall be created by taking all unallocated funds and allocating such funds pro rata among the Named Plaintiffs and the Collective Action Opt-In Plaintiffs in such amounts as determined by their respective percentages of the total amount of unpaid wage and overtime damages, as confirmed by the Settlement Administrator. For purposes of clarification, the Holdback Amount shall be determined after taking into account: (X) any amounts allocated to remediate discrepancies, as determined by the Settlement Administrator pursuant to Section (4)(b) above; (Y) any amounts forfeited by Opt- Out Plaintiffs (as defined in subparagraph 2(f), below) and/or Non-Responsive Opt-In Plaintiffs (as defined in subparagraph 2(e), below, subject to the threshold limitations set forth therein); and
