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. 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. The Holdback Amount to the Escrow Agent by wire transfer of immediately available funds;
Holdback Amount. Any payment that the Shareholders are obligated to make to any Buyer Indemnitees pursuant to this Article IX shall, first, to the extent that the Holdback Amount is greater than the indemnity payment, be paid to the Buyer Indemnitiees by an offset of such amount against the Holdback Amount otherwise due to the Shareholders and accordingly will reduce the Holdback Amount and, secondly, to the extent that any additional sums are due after the offset against the Holdback Amount, the Shaerholders (as Indemnifying Party) shall pay all of such additional sums to the Buyer Indemnitees by wire transfer of immediately available funds within five (5) business days after demand by the Buyer Indemnitees. On the Release Date, Buyer shall pay the remaining Holdback Amount (to the extent not offset for indemnity payments due from any of the Shareholders) to the Shareholders by wire transfer of immediately available funds; provided, however, Buyer shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to the Release Date but not yet resolved (“Unresolved Claims”). Buyer will pay the portion of the Holdback Amount retained for Unresolved Claims to the Shareholders, to the extent the portion of the Holdback Amount is not utilized as payment for such claims resolved in favor of any Buyer Indemnitee, upon their resolution in accordance with this Article IX.
Holdback Amount. (a) The Holdback Amount shall serve as security and a source from which the Buyer Indemnified Parties may (upon notice to Sellers, which shall include reasonable evidence of such right to indemnification) offset, satisfy and recoup any right to indemnification or other amounts payable hereunder to which any Buyer Indemnified Party is entitled under this Article XII. Subject to Section 12.7(b), the Holdback Amount shall be the initial source of recovery for claims under Article XII.
(b) Subject to the limitations set forth in this Article XII, with respect to any Claim under (i) Section 12.1(a) (x) resulting from a breach of the Fundamental Representations or the Tax Representations or (y) based upon Fraud, (ii) Section 12.1(b), or (iii) Section 12.1(c), and only after (A) the full Holdback Amount has been made subject to a good faith Claim or Claims or has been otherwise exhausted pursuant to the terms of this Agreement or (B) the Holdback Amount has been released to Sellers pursuant to Section 12.7(c), the Buyer Indemnified Parties may seek recourse directly from Sellers for the remaining amount of the applicable Losses.
(c) On the one-year anniversary of the Closing Date, Buyer shall pay to Sellers, by wire transfer of immediately available funds, an aggregate amount equal to the Holdback Amount, minus the aggregate amount of Losses for (i) all resolved Claims and (ii) any unresolved good faith Claims ("Unresolved Claims"); provided that Buyer shall promptly pay to Sellers any amounts owed to Sellers upon and in accordance with the resolution of any Unresolved Claims.
Holdback Amount. 7.4.1 As security for any amounts payable by the Seller to the Purchaser pursuant to the terms of this Agreement (including any Delayed Advance Purchase Stock Repayment Amount or any interest payments under the Amended API Supply Agreement pursuant to Clause 6.20.4), and as security for any failure of the Seller to perform its obligations under the Amended API Supply Agreement, including specifically, among other things, payment and on time delivery, the Purchaser shall retain out of the Cash Consideration payable pursuant to Clause 3.1 an amount equal to INR*** (Indian Rupees ***)(the “Holdback Amount”). In addition to its other rights and remedies under this Agreement and applicable Law, the Purchaser shall have a full right of set-off and may apply all or any part of the Holdback Amount to pay, or to provide for the payment of, (i) any amount required to be paid by the Seller to the Purchaser under the terms of this Agreement, (ii) any damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement or (iii) any other amounts for which the Purchaser has retained portions of the Holdback Amount pursuant to the terms of this Agreement (including pursuant to Clause 6.20.4 (Interest Payments under Amended API Supply Agreement), Clause 6.21.1 (Debonding Costs), Clause 6.22.7 (Gut 36 at Aurangabad) or Clause 6.24 (Other Seller Liabilities)), subject to the limitations set forth therein. The Purchaser’s right of set-off shall be applicable to amounts that are determined in good faith by the Purchaser to be (i) payable by the Seller pursuant to the terms of this Agreement, (ii) retained by the Purchaser from the Holdback Amount pursuant to the terms of this Agreement, or (iii) for damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein.
7.4.2 Subject to the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller on the *** anniversary of the Closing Date (the "Holdback Release Date"). If any Claim Notice has been delivered by the Purchaser to the Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in such Claim Notice, then the Purchaser’s obligation to pay any instalment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of t...
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. DoveBid shall retain $500,000 of the Cash --------------- Consideration (the "Holdback Amount") as security for (i) the indemnification and other obligations of B&B and the Stockholders under this Agreement (including any claim for damages by DoveBid for breach of any obligations, representations or warranties of B&B 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 B&B 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. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Share; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closing. If the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if there are any remaining funds in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account to the extent of such funds prior to the distribution of funds to the Sellers. The Sellers’ Representative shall be entitled to recover any remaining expenses directly from the Sellers.
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
