Common use of Holdback Amount Clause in Contracts

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 the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. 7.4.1 As Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, the terms and provisions set forth in this ‎Section 13.6 shall control as to the Parties. (a) At Closing, the Deposit shall automatically be converted to, and become, the Holdback Amount, which shall remain deposited at Closing with the Escrow Agent. The Holdback Amount shall be held by the Escrow Agent in accordance with the Escrow Agreement and paid out in accordance with the provisions of this ‎Section 13.6 and the Escrow Agreement, as security for against, and to support the satisfaction of the obligation to defend and indemnify or otherwise pay any amounts payable by to any member of the Seller Purchaser Group pursuant to ‎Section 13.2. (b) If at any time on or prior to the Final Holdback Release Date, Purchaser pursuant delivers to the terms Sellers’ Representative a Claim Notice that any member of this Agreement (including any Delayed Advance Purchase Stock Repayment Amount or any interest payments Purchaser Group is entitled under the Amended API Supply Agreement pursuant ‎Section 13.2 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 thingsindemnity, payment and on time deliveryreimbursement for any alleged Damages, Sellers’ Representative shall, within thirty (30) days after the receipt of any such Claim Notice, deliver to Purchaser (i) a written response to the Claim Notice, and Purchaser and Sellers’ Representative shall retain out of promptly deliver to the Cash Consideration payable pursuant Escrow Agent joint written instructions instructing the Escrow Agent to Clause 3.1 disburse to Purchaser from the Holdback Amount an amount equal to INR*** all or a stipulated amount of such alleged Damages set forth in such Claim Notice to such account(s) as Purchaser designates in such Claim Notice, (Indian Rupees ***)(the “Holdback Amount”). In addition ii) a written notice to its other rights Purchaser that Sellers’ Representative disputes that Purchaser Group is entitled to indemnity, payment and remedies under this Agreement and applicable Law, the Purchaser shall have a full right reimbursement of set-off and may apply all or any part portion (which shall be stipulated in Sellers’ Representative’s notice) of the amount of the alleged Damages in Purchaser’s Claim Notice, or (iii) any combination of the foregoing. Timely delivery of Sellers’ Representative’s written notice stipulating that Sellers’ Representative disputes any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that such amount in dispute shall not be released by the Escrow Agent to Purchaser and that the Escrow Agent shall continue to hold such amount in accordance with the Escrow Agreement until the dispute has been fully resolved by final non-appealable court order, arbitrator’s decision, settlement or otherwise. The failure of Sellers’ Representative to deliver a written notice that Sellers’ Representative disputes any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that Sellers’ Representative disputes such indemnity obligations hereunder with respect to such Claim Notice and all such amounts asserted by Purchaser Group in such Claim Notice shall be retained by the Escrow Agent. (c) If Sellers’ Representative timely delivers to Purchaser a notice that Sellers’ Representative (i) does not dispute any of the alleged Damages specified in Purchaser’s Claim Notice or (ii) disputes only a portion of the Damages alleged in Purchaser’s Claim Notice, then Purchaser and Sellers’ Representative shall promptly (but in no event later than three (3) Business Days after such occurrence) execute and deliver to the Escrow Agent joint written instructions authorizing the Escrow Agent to disburse to Purchaser (A) in the case of ‎Section 13.6(i), the entire amount of the alleged Damages specified in the applicable Claim Notice and (B) in the case of ‎Section 13.6(c)(ii), the amount of the alleged Damages specified in such Seller’s notice that are not in dispute. (d) On the Interim Holdback Release Date (or first Business Day after such date if such date is not a Business Day), Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers from the Holdback Amount an amount equal to the positive remainder (if any) of (i) two and one-half percent (2.5%) of the Unadjusted Purchase Price minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Interim Holdback Release Date. (e) On the Final Holdback Release Date, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers’ Representative or its designees from the Holdback Amount an amount equal to the positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Final Holdback Release Date. (f) From and after the Final Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount in accordance with the terms hereof, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days after such resolution) execute and deliver joint written instructions to the Escrow Agent for the release from the Holdback Amount (i) to Purchaser any amounts to which Purchaser Group is entitled upon resolution of such dispute and (ii) to Sellers’ Representative or its designee any amounts to which Sellers are entitled upon resolution of such dispute. (g) To the extent necessary to release any portion of the Holdback Amount to pay, any Party (or its designee) entitled to provide for the payment of, (i) receive 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 portion of the Holdback Amount pursuant hereunder, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days) take such reasonable actions as necessary to cause 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 Aurangabadrelease such amount(s) 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 Agreementapplicable Party or Parties, or (iii) for damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject including executing and delivering joint written instructions to the limitations set forth therein. 7.4.2 Subject to Escrow Agent for the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interestrelease such amount(s) 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 the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. 7.4.1 As security (a) If at any time prior to the Holdback Deadline, Buyer delivers to Seller a Notice of Claim that Buyer is entitled to indemnity pursuant to Section 10.1(a) from the Holdback Amount for any amounts payable by alleged Losses, within thirty (30) days after receipt of any such Notice of Claim, Seller shall either (i) (A) provide the Transfer Agent with the applicable Transfer Agent Documentation, in which case Buyer shall also provide the Transfer Agent with any applicable Transfer Agent Documentation, and (B) Seller and Buyer shall deliver to the Purchaser pursuant Transfer Agent joint written instructions instructing the Transfer Agent to (1) transfer to Buyer Parent from the terms Holdback Amount a number of this Agreement shares of Buyer Parent Common Stock (including any Delayed Advance Purchase Stock Repayment Amount calculated at the Current Price) equal to all or any interest payments under a stipulated amount of such alleged Losses set forth in such Notice of Claim and (2) remove the Amended API Supply Agreement pursuant Contract Legend on such shares or (ii) deliver to Clause 6.20.4), and as security for any failure Buyer (A) a notice that Seller disputes that the members of the Seller Buyer Indemnified Group are entitled 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 indemnity 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 portion 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 alleged Losses in Buyer’s Notice of Claim or (iii) any other amounts for which the Purchaser has retained portions combination 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 clause (i) payable by or (ii). (b) If Seller (i) fails to timely deliver a notice to Buyer in response to a Buyer’s Notice of Claim in accordance with this Agreement or (ii) timely delivers a notice that Seller disputes only a portion of the Seller pursuant to the terms Losses alleged in Buyer’s Notice of Claim in accordance with this Agreement, then (iiA) retained by in the Purchaser case of subpart (i) of this Section 10.11(b), Seller and Buyer shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer from the Holdback Amount to Buyer a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to entire amount of the alleged Losses specified in the applicable Notice of Claim and (II) remove the Contract Legend on such shares and (B) in the case of subpart (ii) of this Section 10.11(b), Seller and Buyer shall (1) provide the Transfer Agent with the applicable Transfer Agent Documentation and (2) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (I) transfer to Buyer Parent from the Holdback Amount a number of shares of Buyer Parent Common Stock (calculated at the Current Price) equal to the alleged Losses specified in Seller’s notice that are not in dispute and (II) remove the Contract Legend on such shares. (i) Promptly after the Holdback Deadline (but in no event more than three Business Days thereafter), Seller and Buyer shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to remove the Contract Legend on the amount, if any, of the Buyer Parent Common Stock equal to the remainder of (x) the Holdback Amount minus (y) a number of shares of Buyer Parent Common Stock (calculated at the Current Price as of the Holdback Deadline) equal to all undisbursed or unpaid alleged Losses alleged by Buyer in one or more Buyer’s Notices of Claims. (ii) If following the Holdback Deadline the Parties reach final agreement or other final non-appealable resolution as to the Losses alleged by Buyer in one or more Buyer’s Notices of Claim that remained unresolved as of the Holdback Deadline, Seller and Buyer shall (A) provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver to the Transfer Agent joint written instructions instructing the Transfer Agent to (x) transfer to Buyer a number of shares of Buyer Parent Common Stock (calculated at the Current Price as of the Holdback Deadline) equal to any amounts to which Buyer is entitled upon resolution of such dispute and remove the Contract Legend on such shares and (y) remove the Contract Legend on the remaining shares of Buyer Parent Common Stock that were held back in respect of the applicable claim pursuant to Section 10.11(c)(i). (d) In the terms event that the Transfer Agent fails to remove the Contract Legend within five (5) Business Days of this Agreement, or (iiix) for damages arising from any failure delivery 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 Transfer Agent Documentation by the Purchaser to the Seller and the Parties have not reached an agreement Buyer, as applicable, and (y) joint written instructions from Buyer and Seller with respect to the Purchaser’s entitlement shares of Buyer Parent Common Stock to receive which Seller is entitled under this Section 10.11 (the Losses at “Eligible Shares”), Buyer shall either (1) pay to Seller an amount in cash equal to the product of (x) the number of Eligible Shares and (y) the Current Price (on the date on which the Transfer Agent was required to remove the Contract Legend pursuant to this Agreement) or (2) issue in to Seller additional shares equal to the number of Eligible Shares without any Contract Legend. After Buyer shall have satisfied its obligations under this Section 10.11(d), (A) Seller and Buyer shall provide the Transfer Agent with the applicable Transfer Agent Documentation and (B) deliver the Transfer Agent joint written instructions to transfer to Buyer the applicable Eligible Shares and remove the Contract Legends on such Claim Notice, then shares. (e) The Current Price and the Purchaser’s obligation to pay any instalment number of shares recoverable by the unapplied Holdback Amount Buyer and Seller hereunder shall be suspended adjusted equitably in the event of any stock dividend, stock split, subdivision or reclassification with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply AgreementBuyer Parent Common Stock. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. 7.4.1 As 6.4.1 The Holdback Amount shall act as partial security for the benefit of Buyer (on behalf of itself, and its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) with respect to any amounts payable by the Seller Damages to the Purchaser which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may be entitled pursuant to the terms indemnification obligations 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 Section 6. Buyer shall have a full right of set-be entitled to set off and may apply all or any part of against the Holdback Amount to pay, or to provide for the payment of, (i) any amount required of Damages to which Buyer (or its members, managers, officers, employees, agents, successors in interest and assigns and Affiliates) may 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 entitled pursuant to the terms indemnification obligations of Seller under 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))Section 6, subject to the limitations set forth therein. The Purchaserin Section 6.2. 6.4.2 [***] following the Closing Date, Buyer shall, by wire transfer of immediately available funds to the bank account designated in writing by Seller, distribute to Seller an amount in cash equal to the Holdback Amount (if and to the extent that any amount of the Holdback Amount remains after giving effect to Buyer’s right of set-off shall be applicable off), minus the sum of (a) the amount of all disputed or pending Buyer indemnification claims, and (b) if Seller has failed to amounts that are pay to Buyer any amount owed in accordance with Section 6.2 and such amount remains due and owing, all or any part of such owed amount which Buyer has determined in good faith by to offset against the Purchaser Holdback Amount. With respect to be (i) payable by the Seller pursuant to the terms any amount of this Agreement, (ii) retained by the Purchaser from the Holdback Amount pursuant withheld by Buyer from distribution to the terms Seller on account of this Agreementany disputed or pending Buyer indemnification claims, 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 Buyer 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 the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the withheld Holdback Amount be considered as liquidated damages for any breach under this Agreement attributable to such disputed or pending claim upon the Amended API Supply Agreementfinal determination of such claim in favor of Seller.

Holdback Amount. 7.4.1 As Notwithstanding anything in this Agreement or the Escrow Agreement to the contrary, the terms and provisions set forth in this Section 13.6 shall control as to the Parties. (a) At Closing, the Deposit shall automatically be converted to, and become, the Holdback Amount, which shall remain deposited at Closing with the Escrow Agent. The Holdback Amount shall be held by the Escrow Agent in accordance with the Escrow Agreement and paid out in accordance with the provisions of this Section 13.6 and the Escrow Agreement, as security for against, and to support the satisfaction of the obligation to defend and indemnify or otherwise pay any amounts payable by to any member of the Seller Purchaser Group pursuant to Section 13.2. (b) If at any time on or prior to the Final Holdback Release Date, Purchaser pursuant delivers to the terms Sellers’ Representative a Claim Notice that any member of this Agreement (including any Delayed Advance Purchase Stock Repayment Amount or any interest payments Purchaser Group is entitled under the Amended API Supply Agreement pursuant Section 13.2 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 thingsindemnity, payment and on time deliveryreimbursement for any alleged Damages, Sellers’ Representative shall, within thirty (30) days after the receipt of any such Claim Notice, deliver to Purchaser (i) a written response to the Claim Notice, and Purchaser and Sellers’ Representative shall retain out of promptly deliver to the Cash Consideration payable pursuant Escrow Agent joint written instructions instructing the Escrow Agent to Clause 3.1 disburse to Purchaser from the Holdback Amount an amount equal to INR*** all or a stipulated amount of such alleged Damages set forth in such Claim Notice to such account(s) as Purchaser designates in such Claim Notice, (Indian Rupees ***)(the “Holdback Amount”). In addition ii) a written notice to its other rights Purchaser that Sellers’ Representative disputes that Purchaser Group is entitled to indemnity, payment and remedies under this Agreement and applicable Law, the Purchaser shall have a full right reimbursement of set-off and may apply all or any part portion (which shall be stipulated in Sellers’ Representative’s notice) of the amount of the alleged Damages in Purchaser’s Claim Notice, or (iii) any combination of the foregoing. Timely delivery of Sellers’ Representative’s written notice stipulating that Sellers’ Representative disputes any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that such amount in dispute shall not be released by the Escrow Agent to Purchaser and that the Escrow Agent shall continue to hold such amount in accordance with the Escrow Agreement until the dispute has been fully resolved by final non-appealable court order, arbitrator’s decision, settlement or otherwise. The failure of Sellers’ Representative to deliver a written notice that Sellers’ Representative disputes any portion of the amount of damages to which Purchaser claims the Purchaser Group is entitled shall constitute notice that Sellers’ Representative disputes such indemnity obligations hereunder with respect to such Claim Notice and all such amounts asserted by Purchaser Group in such Claim Notice shall be retained by the Escrow Agent. (c) If Sellers’ Representative timely delivers to Purchaser a notice that Sellers’ Representative does not dispute any of the alleged damages specified in Purchaser’s Claim Notice, or timely delivers a notice to Purchaser that it disputes only a portion of the Damages alleged in Purchaser’s Claim Notice, then Purchaser and Sellers’ Representative shall promptly (but in no event later than three (3) Business Days after such occurrence) execute and deliver to the Escrow Agent joint written instructions authorizing the Escrow Agent to disburse to Purchaser in the case of Section 13.6(c)(i), the entire amount of the alleged Damages specified in the applicable Claim Notice and in the case of Section 13.6(c)(ii), the amount of the alleged Damages specified in such Seller’s notice that are not in dispute. (d) On the Interim Holdback Release Date (or first Business Day after such date if such date is not a Business Day), Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers from the Holdback Amount an amount equal to the positive remainder (if any) of (i) two and one-half percent (2.5%) of the Unadjusted Purchase Price minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Interim Holdback Release Date. (e) On the Final Holdback Release Date, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent to disburse to Sellers’ Representative or its designees from the Holdback Amount an amount equal to the positive remainder (if any) of (i) the remaining Holdback Amount minus (ii) the aggregate amount of all undisbursed or unpaid alleged Damages asserted by Purchaser in any and all applicable unresolved Claim Notices delivered by Purchaser on or prior to the Final Holdback Release Date. (f) From and after the Final Holdback Release Date, upon resolution of each dispute of the Purchaser Group’s entitlement to such Damages from the Holdback Amount in accordance with the terms hereof, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days after such resolution) execute and deliver joint written instructions to the Escrow Agent for the release from the Holdback Amount (i) to Purchaser any amounts to which Purchaser Group is entitled upon resolution of such dispute and (ii) to Sellers’ Representative or its designee any amounts to which Sellers are entitled upon resolution of such dispute. (g) To the extent necessary to release any portion of the Holdback Amount to pay, any Party (or its designee) entitled to provide for the payment of, (i) receive 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 portion of the Holdback Amount pursuant hereunder, Purchaser and Sellers’ Representative shall promptly (but in no event more than three (3) Business Days) take such reasonable actions as necessary to cause 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 Aurangabadrelease such amount(s) 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 Agreementapplicable Party or Parties, or (iii) for damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject including executing and delivering joint written instructions to the limitations set forth therein. 7.4.2 Subject to Escrow Agent for the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interestrelease such amount(s) 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 the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

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)Agreement, 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 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, Agreement or (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, Agreement or (iii) for as 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 *** 18 (eighteen) month 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 installment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 . Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.. 8.1 Tax Matters

Holdback Amount. 7.4.1 As security for any amounts payable by the Seller (a) Subject 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 Purchaser shall pay to 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 for each Participation Certificate that Purchaser elects 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 thereinpurchase hereunder. The Holdback Amount with respect to a Participation Certificate shall be paid by Purchaser to Seller as provided in Section 4(b) below. (b) Subject to Section 5(b) and the Purchaser’s right of set-off set forth in Section 14, the Holdback Amount relating to each Participation Certificate shall be applicable to amounts that are determined in good faith paid by the Purchaser to Seller not later than the Settlement Date of the related Security; provided, that on the date of any such payment to the Seller, the Holdback Amount shall be (i) payable reduced by the Seller pursuant amount, if positive, equal to (x) the Purchase Price Adjustment Amount minus (y) the Present Value Adjustment Amount with respect to such Participation Certificate or (ii) increased by the amount, if positive, equal to (x) the Present Value Adjustment Amount minus (y) the Purchase Price Adjustment Amount with respect to such Participation Certificate. Notwithstanding any provision hereof to the terms contrary, no Holdback Amount shall be owed by Purchaser to Seller upon issuance of any Security in the circumstances contemplated in Section 6(g) or if the related Security shall not be issued as a result of a Security Issuance Failure. No exercise by Purchaser of its rights under this Section 4(b) shall relieve Seller of responsibility or liability for any breach 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 (c) Upon exercise by Purchaser of this Agreementits remedies under Section 6(g), 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 and Seller’s right to receive any instalment portion of the unapplied Holdback Amount relating to such Mortgage Loans shall automatically be suspended canceled and become null and void; provided, that such cancellation shall in no way relieve Seller or otherwise affect the obligation of Seller to indemnify and hold Purchaser harmless as specified in Section 15. At no time shall Seller have any beneficial interest in the servicing rights with respect to Purchaser’s good faith estimate of Related Mortgage Loans while the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreementrelated Participation Certificate is outstanding. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

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)Agreement, 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 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, Agreement or (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, Agreement or (iii) for as 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 *** 18 (eighteen) month 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 installment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as to the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 . Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.