Common use of Holdback Amount Clause in Contracts

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. As security for Subject to the obligations of the Shareholders under Section 10 provisions of this AgreementSection 6, the Shareholders hereby instruct Nextera Parties hereto agree that Buyer shall have the right (exercisable upon written notice to retain Seller) to withhold and holdback (i) 1,408,000 shares retain, in its sole discretion, from and offset against the Holdback Amount an amount equal to any Losses of Nextera Class A Stock otherwise issuable as Buyer Indemnitees that are finally determined, including, if applicable, by a part court of the Closing Amount competent jurisdiction in accordance with Section 7(d), to be owing by Seller pursuant to Section 2.1(b6(b)(i) above (the "Closing “Retained Holdback Amount"Amounts”). Subject to the provisions of this Section 6, and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary amount of the Closing, then fifty percent (50%) Liability of the Nextera Class A Stock otherwise issuable as the Contingent Amount Buyer Indemnities in respect of claims brought pursuant to Section 2.1(d6(b)(ii) belowis greater than the aggregate Holdback Amount, then, in addition to Buyer retaining the entire Holdback Amount, Buyer shall have the right to cancel the number of shares of Buyer Common Stock issued to Seller pursuant to Section 2(a) having a value at such time equal to the amount by which such Losses of Buyer Indemnities exceeds the Holdback Amount. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable order or (Bc) if an arbitration or like panel shall have rendered a final non- appealable determination with respect to disputes the Contingent Amount is issued parties have agreed to submit thereto. Any payments made pursuant to this Section 6 shall be deemed to be adjustments to the Purchase Price. Each party shall consistently report on all Tax returns and for all Tax purposes the Purchase as adjusted to reflect any changes to the Purchase described herein. Within three (3) Business Days after the first eighteen (18) month anniversary of the Closing Date, then twenty-five percent (25%) Buyer shall pay to Seller, by wire transfer of immediately available funds to an account or accounts designated by Seller, an amount equal to 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 , less 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 Retained 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 StockAmounts.

Holdback Amount. As security for The Initial Holdback Amount shall be withheld by the obligations of Buyer from the Shareholders under Section 10 Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b). An irrevocable letter of credit from a reputable bank shall be obtained by the Shareholders hereby instruct Nextera Buyer and delivered to retain the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and holdback such additional amounts added to the Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit"). No interest shall be paid to the Sellers in respect of the Holdback Amount prior to April 1, 2006. Any remaining portion of the Holdback Amount that is withheld by the Buyer after April 1, 2006 and is released to the Seller Representative in accordance herewith shall accrue interest from and after such date at the rate of 1.5% per annum. On April 1, 2005, an amount equal to the product of (a) (i) 1,408,000 shares Ten Million Dollars ($10,000,000), less (ii) the sum of Nextera Class A Stock otherwise issuable (A) any amounts by which the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a part written notice from the Buyer to the Seller Representative), multiplied by (b) the Purchased Securities Percentage shall be paid by the Buyer to the Seller Representative out of the Closing Holdback Amount, without any interest thereon. On April 1, 2006, an amount equal to (a) the Initial Holdback Amount, plus (b) any amounts added to the Holdback Amount from time to time pursuant to Section 2.1(b11.2(g)(i) above (the "Closing Holdback Amount"or 12.5(c), and less (c) the sum of (i) any amounts previously paid out of the Holdback Amount to satisfy indemnity claims as provided herein (including, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary any amounts previously released out 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 ShareholdersSeller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Shareholders Buyer to the Seller Representative), shall be entitled paid by the Buyer to receive such dividends and distributions in respect the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that a portion of such released Nextera Class A StockHoldback Amount may continue to be retained by the Buyer beyond such time to satisfy any pending or unresolved claims for indemnity hereunder; provided, further, that promptly after the satisfaction or resolution of all such pending claims, any then remaining portion of the Holdback Amount shall be paid by the Buyer to the Seller Representative, without any interest thereon (except as otherwise specifically provided herein).

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 On the Closing Date, then twenty-five percent (25%) Hightimes shall deposit or cause to be deposited with the Escrow Agent 304,500 shares of Hightimes Common Stock equal to approximately 10% of the Nextera Class A Stock otherwise issuable as the Contingent Amount pursuant Merger Shares to Section 2.1(d) below be allocated to Majority Owner (the Nextera Class A Stock referred to in clauses (i“Majority Owner Holdback Amount”) and 130,500 shares of Hightimes Common Stock equal to approximately 10% of the Merger Shares to be allocated to Minority Owner (ii) above hereinafter being collectively referred to as the "“Minority Owner Holdback Amount"” and together with the Majority Owner Holdback Amount, collectively, the “Holdback Amount”). The shares of Nextera Class A Stock , in a special attorneys’ escrow account maintained by a mutually acceptable bank or trust company (the “Escrow Agent”) to be held in trust by Nextera pursuant to clause the Escrow Agent for a period of six (i6) of months from 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 Closing Date. The Majority Owner Holdback Amount and the shares of Nextera Class A Stock Minority Owner Holdback Amount shall serve as collateral 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 secure the indemnification obligations of the Shareholders hereunderrespective Owner pursuant to Article VIII. Any Annexed hereto as Exhibit D-1 and all dividends made a part hereof is the form of escrow agreement among Hightimes, the Majority Owner and distributions which are declared and/or paid following the Escrow Agent to be executed and delivered on the Closing with respect Date (the “Majority Owner Escrow Agreement”) and annexed hereto as Exhibit D-2 and made a part hereof is the form of escrow agreement among Hightimes, the Minority Owner and the Escrow Agent to be executed and delivered on the Closing Date (the “Minority Owner Escrow Agreement”), each subject to any changes requested by the Escrow Agent and acceptable to such Nextera Class A Stock shall be included in Owner and Hightimes. The balance, if any, of the Majority Owner Holdback Amount and upon the release Minority Owner Holdback Amount that is on deposit with the Escrow Agent shall be released to the respective Owner on the six month anniversary of the Nextera Class A Stock from Closing Date (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 StockPeriod”).

Holdback Amount. As (i) Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Total Merger Consideration issuable to such Converting Holder pursuant to Section 1.3(a)(i) such Converting Holder’s Pro Rata Share of the Holdback Amount; provided that with respect to any Converting Holder who has not confirmed accreditation to Acquirer at or prior to the Closing pursuant to a duly executed and completed Investor Representation Agreement, such Converting Holder’s Pro Rata Share of the Holdback Amount shall initially be withheld by Acquirer in cash, but may subsequently be substituted with an equivalent number of shares of Acquirer Common Stock (based upon the Acquirer Stock Price) upon confirmation of his, her or its accreditation pursuant to a duly executed and completed Investor Representation Agreement. Each Converting Holder who is entitled to receive, pursuant to Section 1.3(a)(i), vested and unvested shares of Acquirer Common Stock upon the Closing shall contribute pro rata to the Holdback Amount based on such Converting Holder’s vested and unvested shares of Acquirer Common Stock; provided that any unvested shares of Acquirer Common Stock in the Holdback Fund shall vest before any unvested shares of Acquirer Common Stock not in the Holdback Fund and any recoveries under Article V shall be first be recovered against vested shares of Acquirer Common Stock. The Holdback Fund shall constitute partial security for the obligations benefit of the Shareholders under Section 10 Acquirer (on behalf of this Agreement, the Shareholders hereby instruct Nextera itself or any other Indemnified Person) with respect to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of the Closing Amount any Indemnifiable Damages 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 Converting Holders under Section 1.6(f) and all dividends Article V, and distributions which are declared and/or paid following the Closing with respect to such Nextera Class A Stock shall be included held and distributed in accordance with Section 1.6(f) and Section 5.1. The adoption of this Agreement and the approval of the principal terms of the Merger by the Company Stockholders shall constitute, among other things, approval of the Holdback Amount, the withholding of the Holdback Amount by Acquirer and upon the release appointment 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 StockStockholders’ Agent.

Holdback Amount. As security The Surviving Company shall be entitled to withhold from the Additional Consideration and the Adjusted Earn-Out Amount the Additional Consideration Holdback Amount and the Earn-Out Holdback Amount, respectively, for use in connection with the Securityholders’ obligations pursuant to Article X and Sections 8.03 and 8.04 in respect of claims for indemnification for which an Indemnification Notice has been delivered prior to the payment of the Shareholders under Section 10 Additional Consideration. Upon such final resolution of any such unresolved claim, (a) if and to the extent any such claim is resolved (pursuant to the terms and conditions of Article X or Sections 8.03 and 8.04, as applicable) such that a Parent Indemnified Party is owed indemnification by the Securityholders pursuant to the terms of this Agreement, the Shareholders hereby instruct Nextera applicable Parent Indemnified Party shall be entitled to retain and holdback (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part that portion of the Closing Holdback Amount equal to the amount of such claim (and the Securityholders shall have no further interest therein) and (b) if and to the extent any such claim is resolved such that the applicable Parent Indemnified Party is not entitled to indemnification from the Securityholders pursuant to Section 2.1(b) above (Article X or Sections 8.03 or 8.04, the "Closing amount by which the remaining Holdback Amount", if any (after reduction for all amounts previously distributed under this Section 1.09), and (ii) exceeds the aggregate amount of all such unresolved claims shall be released on the first Business Day of the fiscal quarter that begins after the date of the resolution of such claim, and, subject to Section 7.01(e), the Surviving Company shall (A) if subject to Section 1.12 deliver to the Contingent Amount (as defined below) is issued on or before Exchange Agent, for the first anniversary benefit of the Closing, then fifty percent (50%) Common Stockholders and Preferred Stockholders in respect 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 Company Stock to be held by Nextera pursuant to clause (ii) them as of the preceding paragraph shall be issued in the names and according Reference Time (other than Dissenting Shares), an amount equal to the percentages specified in writing by product of (1) the Shareholder Representative, but such certificates shall not be delivered to them. Such shares portion 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 be distributed multiplied by (2) the ShareholdersStockholder Percentage, and the Shareholders Exchange Agent shall be entitled distribute to receive each such dividends Common Stockholder and distributions Preferred Stockholder (other than holders of Dissenting Shares) its Pro Rata Stock Percentage of the portion of the Holdback Amount so distributed, and (B) pay to the holders of In-the-Money Options and Restricted Stock Units in respect of In-the-Money Options and Restricted Stock Units held by them as of the Reference Time, an amount equal to the product of (1) the portion of the Holdback Amount to be distributed, multiplied by (2) the Award Holder Percentage, less the aggregate applicable Forfeited Amounts, with the Surviving Company to distribute to each such released Nextera Class A Stockholder of such In-the-Money Options or Restricted Stock Units its Pro Rata Award Percentage of the portion of the Holdback Amount so distributed (less any applicable Forfeited Amounts) through the Surviving Company’s payroll system on the next normal payroll date of the Surviving Company.

Holdback Amount. As security At the Effective Time, PG shall deliver to Wellx Xxxgo Bank, N.A. as indemnity escrow agent (the "Indemnity Escrow Agent") to be held for a period ending on the obligations nine month anniversary of the Shareholders under Section 10 of this Agreement, the Shareholders hereby instruct Nextera to retain and holdback Effective Time (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable or such longer period as a part of the Closing Amount is prescribed pursuant to Section 2.1(b6.6(e) above (the "Closing Holdback Amount"), and (ii) (A) if the Contingent Amount (or such shorter period 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 prescribed pursuant to Section 2.1(d6.9) belowthe following (collectively, 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 162,466 shares of Nextera Class A PG Common Stock to be held by Nextera issuable pursuant to clause Section 1.2, (ii) 9,530 shares of PG Common Stock issuable upon exercise of the preceding paragraph Assumed Warrants, and (iii) a number of shares of PG Common Stock as is equal to the Reimbursable Amount divided by the Closing Price (rounded up, if necessary to the next whole share). PG or any other Indemnified Party under Section 6.1 may make a claim for any Indemnification Damages indemnified hereunder by delivery of a Notice of Action or Claim Notice (as such terms are defined herein) to the Indemnity Escrow Agent on or prior to the Indemnity Termination Date. The Holdback Amount shall be issued held and disbursed by the Indemnity Escrow Agent in accordance with an Indemnity Escrow Agreement substantially in the names form attached hereto as Exhibit 6.3 (the "Indemnity Escrow Agreement"), with such changes therein as may be required and according to the percentages specified in writing approved by the Shareholder RepresentativeIndemnity Escrow Agent, but such certificates PG and Avidia. The sole and exclusive remedy for any Indemnification Damages incurred by an Indemnified Party under Section 6.1 of this Agreement shall not be delivered to them. Such recover 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 PG Common Stock from the Holdback Amount to in accordance with the Shareholdersterms of the Indemnity Escrow Agreement, and the Shareholders holders of Avidia Common Stock and Avidia Preferred Stock shall be entitled to receive such dividends and distributions in respect have no personal liability for any Indemnification Damages or otherwise under this Agreement except for their pro rata share of such released Nextera Class A Stockthe Holdback Amount.

Holdback Amount. 7.4.1 As security for any amounts payable by the obligations 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 Shareholders Seller to perform its obligations under Section 10 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 Shareholders hereby instruct Nextera Seller to retain and holdback 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) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part of payable by the Closing Amount Seller pursuant to Section 2.1(b) above (the "Closing Holdback Amount")terms of this Agreement, 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 retained 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 Purchaser from the Holdback Amount pursuant to the Shareholdersterms of this Agreement, or (iii) for damages arising from any failure of the Shareholders shall be entitled Seller to receive such dividends and distributions in respect of such released Nextera Class A Stockperform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein.

Holdback Amount. As security The Holdback Amount (including any Escrowed Holdback Amount) shall be available to compensate the Purchaser Indemnified Parties for their Indemnification Claims and the Purchaser shall have the right to set off, or make a claim pursuant to the Escrow Agreement, against the Holdback Amount (including any Escrowed Holdback Amount) in an amount equal to any indemnification obligations of the Shareholders under Company or the Selling Members pursuant to this Article 7 (subject to the right of the Selling Members to dispute any such Indemnification Claims and the resolution of any disputes in the manner set forth in this Article 7). Notwithstanding anything to the contrary set forth in this Agreement (but subject to the provisions of Section 10 of this Agreement7.2(c)(iii) below), the Shareholders hereby instruct Nextera to retain Holdback Amount shall be the Purchaser Indemnified Parties’ sole and holdback (i) 1,408,000 shares exclusive security and source of Nextera Class A Stock otherwise issuable as a part recovery for any of the Closing Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), their Indemnification Claims under 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 Section 7.2(a); provided, however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (A) the preceding paragraph shall be issued in the names of the Shareholders according to the relevant percentages restrictions set forth opposite each Shareholder's name on Exhibit A and the shares in this Section 7.2(c)(ii) shall not in any way limit or otherwise restrict any right in respect of Nextera Class A Stock to be held by Nextera any Indemnification Claims under or pursuant to clause clauses (ii) through (viii) of Section 7.2(a) inclusive (but subject to other limitations on indemnification expressly set forth in this Agreement), or any other claims or causes of action arising out of fraud or intentional misrepresentation under applicable law by the preceding paragraph Company (or any of its agents) or the Selling Members, (B) no Indemnified Party shall be issued precluded, restricted or otherwise limited in the names and according to the percentages specified respect of bringing or participating in writing by the Shareholder Representative, but such certificates shall not be delivered to them. Such shares any claims or causes of Nextera Class A Stock shall be deemed to be the property action arising out 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 fraud or intentional misrepresentation or with respect to amounts recoverable against any Person arising out of the fraud or intentional misrepresentation by such Nextera Class A Stock shall be included in Person; and (C) any Damages for Indemnification Claims of the Purchaser Indemnified Parties which exceed the Holdback Amount and upon which may be recovered by the release Purchaser Indemnified Parties from the Selling Members pursuant to this Agreement shall be paid 50% in cash and 50% in Parent Shares (assuming, for the purposes of this clause (C) only, a value per share for each Parent Share equal to the Stock Indemnity Value), provided that, if the total value of the Nextera Class A Stock from Parent Shares owned by the Holdback Amount Selling Members as of the time such Damages are determined to be due and payable to Purchaser are less than 50% of the ShareholdersDamages so determined, the Shareholders percentage of such Damages required to be paid in cash shall be entitled increased accordingly to receive such dividends cover, together with the total value of the Parent Shares then owned by the Selling Members, 100% of the Damages. For the purposes of this Agreement, “Stock Indemnity Value” shall mean $3.45 per share, which amount represents a per share value solely for the purposes of the indemnification provisions of this Agreement, which amount has been negotiated on an arms-length basis by the parties hereto, and distributions in respect shall not at any time be construed to be the fair market value of such released Nextera Class A Stockthe Parent Shares for any other purpose, including without limitation, Tax reporting purposes.

Holdback Amount. As security for Subject to Section 1.6, this Section 1.7 and Section 9.8, the obligations Cash Holdback Amount and the Stock Holdback Amount (collectively, the "Holdback Amount") shall be withheld at Closing by Dearborn from the Merger Payment and the Per Share Merger Consideration otherwise payable to Xxxxxxxx and Xxxxxxx, with 90% of the Shareholders under Section 10 Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxxx and 10% of the Cash Holdback Amount and the Stock Holdback Amount to be withheld from Xxxxxxx. Subject to the final two sentences of this AgreementSection 1.7(a), Section 1.7(b) and Section 9.8, on the Shareholders hereby instruct Nextera 548th day following the Closing Date, Dearborn shall distribute to retain Xxxxxxxx and holdback Xxxxxxx, respectively, 90% and 10% of (i) 1,408,000 shares of Nextera Class A Stock otherwise issuable as a part one half of the Closing Cash Holdback Amount pursuant to Section 2.1(b) above (the "Closing Holdback Amount"), by wire transfer of immediately available funds and (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary certificates representing one half of the Closingshares of Dearborn Common Stock constituting the Stock Holdback Amount. Subject to the final two sentences of this Section 1.7(a), then fifty percent (50%Section 1.7(b) of and Section 9.8, on 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 second anniversary of the Closing Date, then twenty-five percent (25%) Dearborn shall distribute to Xxxxxxxx and Xxxxxxx, respectively, 90% and 10% 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) the remainder of the Cash Holdback Amount by wire transfer of immediately available funds and (ii) above hereinafter being collectively certificates representing the remainder of the shares of Dearborn Common Stock constituting the Stock Holdback Amount. Each such date is referred to herein as the a "Holdback AmountPayment Date"). The shares Notwithstanding anything in this Section 1.7(a) to the contrary, if the Purchaser has given written notice to Xxxxxxxx of Nextera Class A Stock to be held by Nextera one or more claims pursuant to clause (iSection 1.7(b) or Section 9.2 of the preceding paragraph shall be issued in the names of the Shareholders according this Agreement and all such claims have not been resolved prior to the relevant percentages set forth opposite each Shareholder's name Holdback Payment Date, Dearborn may withhold from its payment of the portion of the Holdback Amount otherwise payable on Exhibit A the relevant Holdback Payment Date, pending resolution of such claims, an amount of cash and the shares of Nextera Class A Dearborn Common Stock to be held by Nextera pursuant to clause (ii) that represents Dearborn's good faith estimate of the preceding paragraph shall amount to which it would 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 entitled if it prevailed with respect to such Nextera Class A Stock shall be included in claims (with the allocation of such amount between the Cash Holdback Amount and upon the release of the Nextera Class A Stock from the Holdback Amount to the Shareholdersbe determined pursuant to Section 9.9). If, upon final resolution of all such claims, the Shareholders aggregate amount withheld by Dearborn pursuant to this Section 1.7(a) is greater than the Sellers' aggregate liability with respect to all such claims then Dearborn shall be entitled distribute to receive Xxxxxxxx and Xxxxxxx an amount in cash or Dearborn Common Stock, as applicable, equal to such dividends and distributions in respect difference, with 90% of such released Nextera Class A Stockamounts distributed to Xxxxxxxx and 10% of such amounts distributed to Xxxxxxx.

Holdback Amount. As security for The Initial Holdback Amount shall be withheld by the obligations of Buyer from the Shareholders under Section 10 Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b). An irrevocable letter of credit from a reputable bank shall be obtained by the Shareholders hereby instruct Nextera Buyer and delivered to retain the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and holdback such additional amounts added to the Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit"). No interest shall be paid to the Sellers in respect of the Holdback Amount prior to April 1, 2006. Any remaining portion of the Holdback Amount that is withheld by the Buyer after April 1, 2006 and is released to the Seller Representative in accordance herewith shall accrue interest from and after such date at the rate of 1.5% per annum. On April 1, 2005, an amount equal to the product of (a) (i) 1,408,000 shares Ten Million Dollars ($10,000,000), less (ii) the sum of Nextera Class A Stock otherwise issuable (A) any amounts by which the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a part written notice from the Buyer to the Seller Representative), multiplied by (b) the Purchased Securities Percentage on such date shall be paid by the Buyer to the Seller Representative out of the Closing Holdback Amount, without any interest thereon. On April 1, 2006, an amount equal to (a) the Initial Holdback Amount, plus (b) any amounts added to the Holdback Amount from time to time pursuant to Section 2.1(b11.2(g)(i) above (the "Closing Holdback Amount"or 12.5(c), and less (c) the sum of (i) any amounts previously paid out of the Holdback Amount to satisfy indemnity claims as provided herein (including, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) (A) if the Contingent Amount (as defined below) is issued on or before the first anniversary any amounts previously released out 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 ShareholdersSeller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Shareholders Buyer to the Seller Representative), shall be entitled paid by the Buyer to receive such dividends and distributions in respect the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that a portion of such released Nextera Class A StockHoldback Amount may continue to be retained by the Buyer beyond such time only to satisfy any pending or unresolved claims for indemnity hereunder; provided, further, that promptly after the satisfaction or resolution of all such pending claims, any then remaining portion of the Holdback Amount shall be paid by the Buyer to the Seller Representative, without any interest thereon (except as otherwise specifically provided herein).