Holdback Release Sample Clauses
Holdback Release. (a) Within three (3) Business Days after the date that is the later of (i) ninety (90) days after the Closing Date (the “Indemnification Expiration Time”) and (ii) the determination of the Final Working Capital pursuant to Section 1.10, Purchaser shall release to the Company the Holdback Amount less (ii) the Indemnification Holdback Amount; provided, however, that Purchaser shall not be obligated to release the Holdback Amount if as of the Indemnification Expiration Time, the Company has not fully performed its obligations under this Agreement, the Transition Agreement and the Facilities Use Agreements that are secured by the Holdback Amount. The term “Indemnification Holdback Amount” shall mean, as of the Indemnification Expiration Time, the aggregate amount of all Damages relating to unresolved Third-Party Claims and other claims that are the subject of a Response that have not previously
Holdback Release. Subject to the Provisions of the Construction Lien Act, Holdbacks shall become payable after 45 days from the date of advertisement of the substantial completion and the submission by the contractor of the following documents:
1. Statutory Declaration Re: Payment of Accounts.
Holdback Release. ShopNow shall hold the Indemnification Shares in accordance with this Agreement and shall transfer the Indemnification Shares only as follows:
(a) Indemnification Shares shall be retransferred to ShopNow in respect of a Claim made by ShopNow, or transferred to a ShopNow Indemnified Party in respect of a claim made by such Indemnified Party, under this Article VIII when, and to the extent, authorized under Section 8.5.3 below.
(b) At 5:00 p.m. Central Standard Time on the first anniversary of the Closing Date (the "RELEASE DATE"), the Indemnification Shares shall be released to the Stockholders PRO RATA in accordance with their percentage interest in the Indemnification Shares; provided, however, that no Indemnification Shares shall be released to any Stockholder who has not previously surrendered all of such Stockholder's certificates representing Company Common Stock in accordance with Section 1.7.2. ShopNow shall cause the certificates representing the Indemnification Shares that have been released to be delivered to the Stockholders promptly after the Release Date. Notwithstanding the foregoing, the number of Indemnification Shares to be released on the Release Date shall be reduced by the number of Indemnification Shares (i) subject to a pending Claim Notice for which the Response Period (as defined below) has not yet expired, (ii) retransferred to ShopNow or transferred by ShopNow to a ShopNow Indemnified Party in satisfaction of a Claim made prior to the Release Date or (iii) held in reserve pending resolution of a ShopNow Open Claim (as defined below) in respect of a Claim Notice delivered prior to the Release Date.
(c) After the Release Date, when a final determination is made with respect to any ShopNow Open Claim, the number of Indemnification Shares transferable to any ShopNow Indemnified Party shall be transferred to the ShopNow Indemnified Party from the Claim Reserve Amount for such ShopNow Open Claim, and the Indemnification Shares included in such Claim Reserve Amount remaining after such transfer shall be released to the Stockholders PRO RATA in accordance with their percentage interest in the Indemnification Shares to be released; provided, however, that no Indemnification Shares shall be released to any Stockholder who has not previously surrendered all of such Stockholder's certificates representing Company Common Stock in accordance with Section 1.7.2.
Holdback Release. (i) Within ten (10) Business Days after the Holdback Release Date, Purchaser shall determine the aggregate amount, as of the Holdback Release Date, of the Claimed Amounts and Contested Amounts associated with all claims contained in Notices of Claim that have not been finally resolved and paid prior to such date (the “Unresolved Claims”) and shall release the amount, if any, by which the Then Remaining Holdback Amount exceeds the aggregate amount of Unresolved Claims (the “Holdback Release Amount”) from the Holdback in accordance with Section 1.3. The portion of the Then Remaining Holdback Amount retained by Purchaser pursuant to this Section 9.6(e)(i) is referred to as the “Retained Amount.”
(ii) Following the Holdback Release Date, within ten (10) Business Days after the final resolution of each Unresolved Claim and the delivery to all Indemnified Parties of all amounts to be delivered to such Persons with respect to such Unresolved Claim from the Retained Amount, if any, Purchaser shall cause the applicable portion of the Retained Amount that was retained in respect of such Unresolved Claim and that is not paid or payable to Purchaser in respect of such Unresolved Claim or payable to Purchaser in respect of any other Unresolved Claim, if any, to be released from the Holdback and distributed to the Sellers in accordance with Section 1.3. If the remaining Retained Amount is less than the amount to be delivered to the Indemnified Parties with respect to such Unresolved Claim, then the Sellers shall, within ten (10) Business Days following the resolution of such Unresolved Claims, pay the amount of such shortfall to Purchaser, subject to the limitations in Section 9.4.
Holdback Release. The Province shall approve release of the 10% holdback referred to in Section 15.09(a) to the Contractor no sooner than fifty-five (55) days following satisfaction of ALL of the following conditions:
Holdback Release. (a) Upon satisfaction of the Initial Trigger (as defined below) for any Altoprev Product, Buyer shall promptly pay to Seller, in immediately available funds, two-thirds of the Holdback Amount for such Altoprev Product.
(b) Upon satisfaction of the Safety Stock Trigger (as defined below) for any Altoprev Product, Buyer shall promptly pay to Seller, in immediately available funds, one-third of the Holdback Amount for such Altoprev Product.
Holdback Release. Section 8.10 is hereby deleted in its entirety.
Holdback Release. (a) As soon as reasonably practicable after the date hereof but in no event later than the fifth business day thereafter, the Purchaser shall deposit an amount equal to $2,000,000 (together with any interest accruing thereon, the “Holdback Amount”) into the bank account identified on Schedule 1.4(a) hereto (the “Holdback Account”) until such time as funds may be released from the Holdback Account pursuant to the terms of this Section 1.4. Any and all withdrawals from the Holdback Account shall require dual signatures, one signature being that of an officer of the Company and one signature being that of a duly authorized representative of the Purchaser.
(b) Upon the Company’s written reasonable request to the Purchaser that it needs to increase its Available Cash (as defined below), the Company shall be entitled to receive from the Holdback Amount such amount as determined by the Purchaser in its reasonable sole discretion (a “Release Amount”). Upon each such release, the Purchaser shall be entitled to the issuance of Preferred Shares and a Series D Warrant from the Company at a rate of 1 Preferred Share and a Series D Warrant to purchase 40,000 shares of Common Stock for each $10,000 released from the Holdback Account (each a “Tranche of Securities”). Upon each Closing of a transfer of a Release Amount to the Company: (i) the Purchaser shall authorize the bank to release such Release Amount to such other account specified by the Company; and (ii) the Company, against delivery of such Release Amount, will deliver to the Purchaser a Tranche of Securities calculated in accordance with this Section 1.4(b) and the documents required to be delivered by Section 5.4 hereof. As used herein, the term “Available Cash” shall mean the aggregate amount of all immediately available funds that the Company has access to in bank accounts in its name.
Holdback Release. (1) In connection with the Company’s acquisition of Invoice2go, Inc. pursuant to that certain Agreement and Plan of Merger, dated July 16, 2021, among the Company, Invoice2go, Inc. and the other parties named therein (the “Merger Agreement”), you entered into that certain Holdback Agreement, dated July 16, 2021, with the Company (the “Holdback Agreement”) pursuant to which you agreed to unvest and subject to a Repurchase Option (as defined in the Holdback Agreement) Parent Assumed Options (as defined in the Holdback Agreement) consisting of 714,029 (seven hundred fourteen thousand twenty nine) Invoice2Go options outstanding under the Xxxx.xxx Holdings, Inc. - Invoice2go, Inc. 2014 Equity Incentive Plan (the “Invoice2Go Plan”) which upon closing of the acquisition, and following conversion into options to acquire Company stock pursuant to Section 2.4 of the Merger Agreement, comprised a total of 40,268 (forty thousand two hundred sixty eight) options. Xxxx Xxxxxxx Pursuant to the Holdback Agreement, one-third of the Parent Assumed Options are to vest on September 1, 2022 and one-twelfth of any unvested Parent Assumed Options vest quarterly thereafter, subject to your continued employment with the Company.
(2) On the Effective Date of the Second Release, 26,846 (twenty six thousand eight hundred forty six) Parent Assumed Options (which, for the avoidance of doubt, includes the Parent Assumed Options that are to vest on September 1, 2022) as set forth in Schedule 1 (the “Holdback Release Options”) hereto shall vest and be released from the Repurchase Option pursuant to Section 1(d) of the Holdback Agreement. All other Parent Assumed Options, as well as all RSUs (as defined below) that have been granted to you, shall be forfeited on the Effective Date of the Second Release and shall be thereafter void, without payment of any additional consideration to you. For the avoidance of doubt, subject to Section 2(d), the vesting and release of the Holdback Release Options from the Holdback Agreement shall be conditioned on you providing the Transition Services as an employee and/or a consultant until the Separation Date. Notwithstanding any contrary provision of any option agreement, all Parent Assumed Options that vest pursuant to Paragraph 2(c)(i) of this Agreement must be exercised within 90 days after the Separation Date, and to the extent not so exercised shall expire and no longer be exercisable.
Holdback Release. In the event of the final determination of a Loss or Expenses for which Buyer is indemnified pursuant to Article VIII hereof prior to the one-year anniversary of the Closing Date, Buyer shall reduce the Holdback Shares by the number of shares of Buyer Common Stock, rounded to the nearest whole share, determined as the quotient of (i) the amount of such Loss or Expense and (ii) the average of the high and low sales price for Buyer Common Stock on such date of determination (or the next business day if such day is not a business day) as reported on the OTC Bulletin Board or such other exchange that Buyer Common Stock is then listed (such new number of shares of Buyer Common Stock shall then be the “Holdback Shares”). After final determination of the amount any Loss or Expense that any Buyer Group Member has notified GA and Peyton in accordance with the requirements of Section 8.3 that it may be entitled to indemnification hereunder on or prior to the one-year anniversary of the Closing Date that has not been determined as of the one-year anniversary of the Closing Date (such finally determined amount, the “Final Indemnity Offset”), Buyer shall (i) deduct from the Holdback Shares the number of shares of Buyer Common Stock, rounded to the nearest whole share, determined as the quotient of (I) the amount of such Loss or Expense and (II) the average of the high and low sales price for Buyer Common Stock on such date of determination (or the next business day if such day is not a business day) as reported on the OTC Bulletin Board or such other exchange that Buyer Common Stock is then listed and (ii) issue to the parties listed in Schedule 3.2(d) stock certificates for the remaining number of shares of Buyer Common Stock, if any.