Holdback Payments. Any Defendant that is not prohibited from doing so under Section 8.3.7 may draw funds from the Holdback Fund to pay (a) judgments and (b) settlements, in each case for any Released Claim brought by any Person that is not a Plaintiff. Such a claim is known as a “Holdback Claim.” Defendants will develop a process for approving these payments, which will be subject to review and consent of the Class Settlement Administrator, which consent may not be unreasonably withheld. Any dispute about the reasonableness of payments from the Holdback Fund shall be subject to dispute resolution pursuant to Section 10.2. A Releasee may obtain a payment from the Holdback Fund to settle a Holdback Claim only if the settlement requires the Person asserting the Holdback Claim to execute an unconditional release of all Released Claims against all Releasees, in form and substance reasonably satisfactory to the Defendants, unless all Defendants consent otherwise.
Holdback Payments. (a) Within 30 days following the expiration of the Survival Period, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an aggregate amount equal to the amount (if any) by which (i) the Primary Holdback Amount, reduced by any amounts previously permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (ii) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices (including Indemnity Claim Notices with respect to Post-Merger Specified Litigation Losses) that remain unresolved at such time (the amount of such excess, the “Initial Holdback Payment”).
Holdback Payments. Within five (5) Business Days following the Initial Holdback Payment Date, Buyer shall deliver to Seller the Initial Holdback Payment, if any. Within five (5) Business Days following date of the final determination (in accordance with Article VII) of all claims to which the Initial Holdback Reserve relates, Buyer shall deliver to Seller the Final Holdback Payment, if any.
Holdback Payments. (a) Once Damages have been agreed to by the Indemnitors or finally adjudicated to be payable pursuant to this Agreement, the Indemnitors shall satisfy their obligations within fifteen (15) days of such final, non-appealable adjudication by forfeiture of Holdback Shares, or if no Holdback Shares remain, then, if applicable by the return of Merger Consideration to Parent (or if such Holdback Shares or Merger Consideration has been sold or otherwise transferred, the amount, net of Taxes, that the Person received as a result of such sale).
Holdback Payments. (a) Once Damages have been agreed to by the indemnifying party or finally adjudicated to be payable pursuant to this Agreement, the indemnifying party shall satisfy its obligations within 15 days of such final, non-appealable adjudication by, if the Parent is the indemnifying party, at the election of Parent, in cash or the issuance of new shares of Parent Common Stock, or if the Indemnitor is the indemnifying party, forfeiture of Holdback Shares, or if no Holdback Shares remain, then, if applicable by the return of Merger Consideration to Parent (or if such Merger Consideration has been sold, the amount, net of Taxes, that the Person received as a result of such sale).
Holdback Payments. (a) Subject to the provisions of Section 3.4 and Article IX, within ten (10) Business Days following the determination of the Final Working Capital, and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the Holdback Cash, calculated by multiplying such Stockholder’s Pro Rata Share by the Holdback Cash that remains in the Holdback Reserve Amount at such time (minus any amounts owed pursuant to any purchase price adjustments made under Section 3.4 hereof and any amounts in respect of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital). Within ten (10) Business Days following the final determination of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the remainder of the Holdback Cash, minus the aggregate amount determined to be payable to the Buyer Indemnified Parties pursuant to Article IX and the Escrow Agreement in respect of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital, calculated by multiplying such Stockholder’s Pro Rata Share by the remaining Holdback Cash.
Holdback Payments. (i) On each Sale Date only, simultaneously with the related Sale Date Payment, the Purchaser shall retain the Document Holdback and shall remit to the Escrow Agent, to be held by the Escrow Agent in accordance with the Escrow Agreement, the Liability Holdback.
Holdback Payments. Within five days following the determination of the Final Closing Date Balance Sheet pursuant to Section 8.4, Buyer shall pay to Seller the amount equal to the positive remainder, if any, of (i) the Holdback minus (ii) the sum of (1) the amount of any payment to be made by Seller pursuant to Section 3.1(c)(ii), (2) the aggregate amount of all Liabilities (as hereinafter defined) for which Buyer shall have been theretofore indemnified pursuant to Section 9.2 and not otherwise paid by Seller and (3) a reasonable reserve, as determined by Buyer in good faith, for any and all then outstanding indemnifiable claims under Section 9.2 for which notice shall have been given during the 180 days immediately following the Closing Date. Thereafter, upon settlement or other final disposition of any and all such outstanding claims in accordance with this Agreement, any amounts owing to Buyer pursuant to the settlement or other final disposition of such claims shall be charged against the Holdback, and Buyer shall then pay to Seller any remaining portion of the Holdback. Any payment to be made pursuant to this Section 3.1(d) shall include simple interest on the amount of such payment at the rate of five percent per annum from the Closing Date to the date of payment of such amount.
