Holdback Amount; Set-Off Clause Samples

Holdback Amount; Set-Off. (i) Pursuant to Section 2.1 of this Agreement, the Seller and Purchaser have agreed that a $2,000,000 of the Stated Value shall be withheld from payment at the Closing (the “Holdback Amount”), subject to this Section 9.5. (ii) The Holdback Amount is being withheld by the Purchaser for the purpose of allowing Purchaser to recover therefrom the amount of any claims for indemnification Purchaser may have against the Seller under Section 9.2 above or any other provisions of this Agreement. The Holdback Amount is the maximum amount that the Seller may be liable for its indemnification obligations pursuant to this Article 9. Except for intentional misrepresentation or fraud, the Seller shall not be personally liable for any indemnification obligations pursuant to this Article 9 beyond the Holdback Amount. (iii) The Holdback Amount shall be paid to the Seller on the Survival Date, as defined in Section 9.1 above, provided that in the event the Purchaser has any claims for indemnification against the Seller under Section 9.2 above or any other provisions of this Agreement for which the Purchaser has given notice to the Seller in accordance with the terms herein, the Purchaser shall continue to withhold the portion of the Holdback Amount subject to such claims until the parties fully and finally resolve such claims.

Holdback Amount; Set-Off. (a) Pursuant to Section 2.5, at the Effective Time, Parent shall withhold from the Merger Consideration that would otherwise be paid to the Shareholders of the Company the General Holdback Amount to support the payment of (i) Claims for Indemnification under Section 11.2(b); (ii) the Company's share of the compensation of certain transitional employees of the Company pursuant to Section 3.4; (iii) any amounts payable by the Surviving Corporation as a result of the payments due for Dissenting Shares pursuant to Section 2.6(i) to the extent such payments exceed such Dissenting Shareholders' otherwise pro rata portion of the Merger Consideration; (iv) the Adjustment Amount to the extent it exceeds the Adjustment Holdback Amount; and/or (v) any Claims incurred in connection with the Disclosed Contingent Liabilities. During the General Holdback Period, Parent may set-off against the General Holdback Amount, (x) any of the amounts provided in clauses (ii), (iii) and (iv), above except to the extent such amounts are in dispute; (y) and the amounts provided in clauses (i) and (v) above and clauses (ii), (iii) and (iv), above to the extent such amounts are in dispute only after final determination pursuant to Section 11.2(e). Subject to the set-off provided in Section 11.3(d) of the Parent Disclosure Schedules, Parent shall exercise its right of set-off against the Cash Portion of General Holdback until the Cash Portion of General Holdback is reduced to zero and then against the Stock Portion of General Holdback. To the extent any portion of the Stock Portion of General Holdback is set-off against the General Holdback Amount, the number of shares of Parent Common Stock to be deducted from the Stock Portion of General Holdback shall be calculated as set forth in Section 11.3(d) of the Parent Disclosure Schedules. The exercise of Parent's right to set-off against the General Holdback Amount in accordance with clause (x) above in good faith, whether or not ultimately determined to be justified, shall not be deemed a breach of Parent's obligation to deliver the General Holdback Amount under this Agreement. Neither the exercise nor the failure to exercise such right of set-off will constitute an election of remedies or otherwise limit Parent in any manner in the enforcement of any other remedies that may be available to it. (b) Upon expiration of the Adjustment Holdback Period, the Adjustment Amount shall be paid to the Shareholders of the Company, to the extent they ar...