Common use of Holdback Amount Clause in Contracts

Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Share; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closing. If the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if there are any remaining funds in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account to the extent of such funds prior to the distribution of funds to the Sellers. The Sellers’ Representative shall be entitled to recover any remaining expenses directly from the Sellers.

Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, including any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata SharePercentage; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closingfinal determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. If In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if in the event there are any remaining funds in the Indemnity Escrow Account Amount to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account Amount to the SellersSellers pursuant to the Escrow Agreement, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account Amount to the extent of such funds prior to the distribution of funds to the Sellers provided, that in no event shall the Representative be entitled to recover such expenses from the Indemnity Escrow Fund prior to the distribution of the then-remaining Indemnity Escrow Fund, if any, to the Representative or the Sellers, as applicable, pursuant to the Escrow Agreement. The Sellers’ Representative shall be entitled to recover any remaining expenses or amounts directly from the SellersSellers (based on such Seller’s Pro Rata Percentage).

Holdback Amount. Each Seller hereby acknowledges and agrees that the The Holdback Amount shall be withheld held by Seller Representative as a fund from which Seller Representative shall, in its sole discretion, (a) reimburse itself for or pay directly any out-of-pocket fees, expenses or costs it incurs in performing its duties and obligations under this Agreement and the Estimated Purchase Price Ancillary Documents, including out-of-pocket fees and expenses incurred pursuant to the procedures and provisions set forth herein and legal and consultant fees, expenses and costs for reviewing, analyzing and defending any claim or process arising under or pursuant to this Agreement or any Ancillary Document (and not, for the avoidance of doubt, as compensation for the performance of its duties and obligations under this Agreement and the Ancillary Documents) or (b) satisfy any other obligation or liability of any Security Holder under this Agreement or any Ancillary Document as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative herein (or a financial institution selected by the Sellers’ Representative) as a fund provided that, for the fees and expenses (includingavoidance of doubt, without limitation, any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata Share; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closing. If the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ Representative, and if there are any remaining funds in the Indemnity Escrow Account to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account to the Sellers, then the Sellers’ Seller Representative shall be entitled to recover do so in its sole discretion and shall have no obligation to satisfy any such expenses from other obligation or liability of any Security Holder in priority to the Indemnity Escrow Account items in clause (a) above or at all). Each Security Holder acknowledges that Seller Representative will not be liable for any loss of principal of the Holdback Amount except to the extent finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly and exclusively from Seller Representative’s fraud or willful misconduct. At such funds prior to the distribution of funds to the Sellers. The Sellers’ time as Seller Representative deems appropriate in its sole discretion, Seller Representative shall be entitled pay to recover each Security Holder his, her or its Pro Rata Share of all or any portion of the remaining expenses directly from the SellersHoldback Amount.

Holdback Amount. Each Seller hereby acknowledges and agrees that the Holdback Amount shall be withheld from the Estimated Purchase Price as set forth in the Estimated Closing Date Statement and shall be paid by Purchaser directly to an account maintained by the Sellers’ Representative (or a financial institution selected by the Sellers’ Representative) as a fund for the fees and expenses (including, without limitation, including any legal fees and expenses) of the Sellers’ Representative incurred in connection with this Agreement, with any balance of the Holdback Amount not utilized for such purposes to be returned to the Sellers in accordance with their Pro Rata SharePercentage; provided, however, that in no event shall any portion of the Holdback Amount be returned to the Sellers prior to twenty-four (24) months after the Closingfinal determination of the Cash Payment pursuant to Section 1.05 and the full payment of the amount owed by the Representative to Buyer, if any, pursuant to Section 1.04. If In the event that the Holdback Amount shall be insufficient to satisfy the fees and expenses of the Sellers’ RepresentativeRepresentative or any amounts owed by the Representative to Buyer hereunder (including pursuant to Sections 1.04 or 5.04), and if in the event there are any remaining funds in the Indemnity Escrow Account Amount to be distributed to the Sellers immediately prior to the final distribution from the Indemnity Escrow Account Amount to the SellersSellers pursuant to the Escrow Agreement, then the Sellers’ Representative shall be entitled to recover any such expenses from the Indemnity Escrow Account Amount to the extent of such funds prior to the distribution of funds to the Sellers; provided, that in no event shall the Representative be entitled to recover such expenses from the Escrow Fund prior to the distribution of the then-remaining Escrow Funds, if any, to the Representative or the Sellers, as applicable, pursuant to the Escrow Agreement. The Sellers’ Representative shall be entitled to recover any remaining expenses or amounts directly from the SellersSellers (based on such Seller’s Pro Rata Percentage).