Indemnification Holdback. At Closing, an amount of $50,000.00 USD (the “Holdback Amount”), shall be withheld by the Buyer from the Purchase Price to be paid pursuant to Section 2.1(i) above for indemnification of Buyer related to representations and warranties of Seller made in Section 4 hereof. The Holdback Amount shall be deposited into a separate depository bank account of Buyer which is non-interest bearing (the “Escrow Account”) for a period of twelve (12) consecutive months from the date of Closing (the “Holdback Release Date”). On the Holdback Release Date, the Buyer shall have five (5) business days to: (1) exercise the right to offset any losses or damages related to breaches of representations and warranties of Seller that have accrued prior to the Holdback Release Date and pay the balance thereafter to the Seller; or (2) pay the entirety of the Holdback Amount to the Seller. The right of Buyer to offset any losses or damages related to representations and warranties of Seller is subject to receipt of a thirty (30) calendar day written notice by the Seller of Buyer’s articulating and detailing its set-off claims against the Holdback Amount (the “Holdback Notice”). Within ten (10) calendar days from the receipt of the Holdback Notice, Seller has the right to dispute in writing any claimed set-offs related to representations and warranties, or, concede to the proposed set-off of the Holdback Amount to satisfy the claimed loss or damage related to Section 4 of this Agreement. In the event that Seller receives the Holdback Notice and does not dispute the set-off against the Holdback Amount before the Holdback Release Date, the Buyer may apply the set-off for claimed losses and damages under Section 4 of this Agreement and pay the resulting balance of the Holdback Amount, if any, to the Seller. In the event Seller disputes the set-off against the Holdback Amount in an amount more than $12,500.00 USD, the Holdback Amount shall continue to be maintained by the Buyer in the Escrow Account and Buyer and Seller agree that the matter shall be submitted to mandatory and expedited mediation by a Florida Court Certified Mediator within thirty (30) days, unless otherwise agreed, or resolved, by the parties in good faith on their own through their business offices. Costs of the Mediator shall be equally split including any prepayments and administrative fees. Should mandatory mediation result in impasse, Buyer shall have the right to immediately set-off its losses and damages up to fifty...
Indemnification Holdback. (a) 250,000 Shares (prior to any adjustment pursuant to Section 2.05(a)) shall be placed in an escrow account (the "Escrow Fund") with Greater Bay Trust Company (the "Escrow Agent") following the Closing to be available for indemnification claims pursuant to Section 5.01, if any (the "Indemnification Shares") for a period not to exceed three hundred sixty (360) days following the Closing (the "Escrow Period"), except as otherwise provided below. One hundred eighty (180) days after the Closing, 125,000 Shares (less the number of any Shares paid or claimed to be payable in connection with any claim pursuant to Section 5.01) shall be released from escrow, and three hundred sixty (360) days after the Closing, the remaining Shares shall be released from escrow. Notwithstanding the foregoing, to the extent insufficient shares remain in escrow, Seller shall meet its responsibilities pursuant to Sections 5.01 and 5.02 to indemnify the Purchaser's Indemnified Person's with timely cash payments in any amount or amounts up to and including the Indemnification Limit. Furthermore, existence of the Escrow Fund shall be extended in an amount equal to that portion of the Escrow Fund which, in the reasonable judgement of Purchaser, subject to the objection of Seller and the subsequent arbitration of the matter in the manner provided in Section 5.03(d) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate (as defined below) theretofore delivered to the Escrow Agent prior to the end of the Escrow Period (which amount shall remain in the Escrow Fund until such claims have been resolved). As soon as all such claims have been resolved, the Escrow Agent shall deliver to Seller the remaining portion of the Escrow Fund not required to satisfy such claims.
(b) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Purchaser and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(c) Upon receipt by the Escrow Agent at any time on or before the last day of the Escrow Period of a certificate signed by any officer of Purchaser (an "Officer's Certificate"): (A) stating that Purchaser has incurred and paid or properly accrued Losses, or reasonably anticipates that it may have to pay or accrue Losses, and (B) specifying in reasonable detail the individual items of Losses include...
Indemnification Holdback. At the Closing, Parent shall deduct from the Closing Consideration the amount of Parent Common Shares equal to $7.5 million, based on the Value of such shares on December 31, 2019, rounded up to the nearest whole number to avoid any fractional shares (the "Retained Parent Common Shares"), which shall be held by Parent in a segregated brokerage account (the "Indemnification Account") along with quarterly dividends earned on the Retained Parent Common Shares (the "Retained Dividends"), for the benefit of the Securityholders, until such Retained Parent Common Shares and Retained Dividends are delivered to the Securityholders pursuant to the provisions of Section 8.08(b). For the avoidance of doubt, Retained Dividends shall be used first in satisfaction of any claims, prior to liquidating and using any Retained Parent Common Shares that are ultimately used for the satisfaction of any claim under Section 8.02, and any such Retained Dividends (including any Retained Dividends pertaining to any Retained Parent Common Shares where such shares are used for the satisfaction of any claim under Section 8.02, because for example at the time of payment in settlement of any such claim those dividends had not been declared and paid) will not be delivered to Securityholders, but rather shall be returned to, and remain the exclusive property of, Parent.
Indemnification Holdback. 23,500 shares of the Townsgate Preferred Stock, 23,500 shares of the GGW Preferred Stock and 20,000 shares of the Mosam Preferred Stock issued at Closing shall be deposited into escrow with the Escrow Agent, pursuant to an escrow agreement (the “Indemnification Escrow Agreement”) in the form of Exhibit B hereto. The Townsgate Preferred Stock, GGW Preferred Stock and Mosam Preferred Stock held in escrow shall serve as security for the indemnification obligations of the Pivotshare and Mosam set forth in Article VI. Except as set forth in Section 6.6 of this Agreement, nothing in this Section 1.5, however, shall be construed as limiting the liability of the Key Holders for indemnification claims as set forth in Article VI, nor shall payments from such escrow be considered as liquidated damages for any breach under this Agreement or any other Transaction Document (as defined) or as modifying the relevant provisions of Article V.
Indemnification Holdback. A portion of the Initial Consideration in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000) (the “Indemnification Holdback Amount”) shall be delivered to an escrow agent (the “Escrow Agent”) for purposes of providing additional security for the indemnification obligations of the Sellers under Section 11. The Escrow Agent shall be selected by Buyer and be reasonably acceptable to Company. The Indemnification Holdback Amount shall be placed in an interest-bearing escrow account by the Escrow Agent and shall be subject to the applicable provisions of this Agreement and the provisions of the Escrow Agreement in substantially the form attached as Exhibit A (the “Escrow Agreement”) between Buyer, the Shareholders’ Agent and the Escrow Agent. Subject to the Escrow Agreement and subject to any claims asserted by Buyer or the Surviving Corporation pursuant to Section 11, the Indemnification Holdback Amount (together with accrued interest) shall be released in full to the Shareholders’ Agent for the benefit of the Shareholders on the date which is thirty (30) days following the first anniversary of the Effective Time.
Indemnification Holdback. 28 7.1 Indemnification of Buyer and Precept . . . . . . . . . . . . . . . . . . 28 7.2 Notification of Claim; Set Off . . . . . . . . . . . . . . . . . . . . . 29 7.3
Indemnification Holdback. The Parties agree that, at Closing, US $3,000,000 of the Purchase Price plus the amount of the Estimated Tax Payment (“Indemnification Holdback”) shall be deposited into escrow with the Escrow Agent (the “Escrowed Cash”) to be held pursuant to the terms and conditions of a certain escrow agreement executed by and among the Parties and the Escrow Agent, in the form attached hereto as Exhibit B (“Escrow Agreement”). The Escrow Agreement shall provide for, among other things, (i) an escrow period of eighteen (18) months from the Closing Date, (ii) the terms of the payment to the State of Texas of the Estimated Tax Payment; and (iii) the release and disbursement to Seller (A) six months from the Closing Date of an amount of Escrowed Cash above US $2,000,000 that is not subject to a Claim Notice (exclusive of the Estimated Tax Payment ) and (B) twelve (12) months after the Closing Date of an amount of Escrowed Cash above $1,000,000 that is not subject to a Claim Notice (exclusive of the Estimated Tax Payment).
Indemnification Holdback. At the Closing, One Hundred Thousand Dollars ($100,000) shall be withheld from the Purchase Price payable at the Closing and shall be held by Parent Purchaser pursuant to the terms of this Agreement to secure the indemnification obligations of Seller set forth in Article 7 below (the “Indemnification Holdback Amount”).
Indemnification Holdback. At the Closing, the Purchaser shall deposit in escrow with Xxxxx & Xxxxxxxx (the "ESCROW AGENT") certificates constituting an aggregate of eight percent (8%) of the Consideration Shares (with adjustments for rounding of partial shares) (the "ESCROWED SHARES") pursuant to the provisions of SECTION 1.
Indemnification Holdback. In order to satisfy any potential claims for which Buyer would be entitled to indemnity pursuant to foregoing Section 10.1, the parties agree that Buyer shall be, and hereby is, authorized to hold back ten percent (10%) of the Equitex Common Stock from each Selling Stockholder's portion of the Purchase Price, equaling in the aggregate 200,000 shares (the "Holdback Shares"), until December 31, 2002 (the "Holdback Period"). Upon the expiration of the Holdback Period, Buyer shall deliver to each Selling Stockholder a certificate representing his or her pro rata portion of the then remaining Holdback Shares, exclusive only of: (a) the number of shares which shall have been applied in satisfaction of claims for which Buyer was entitled to be indemnified pursuant to the provisions of Section 10.3 hereof during the Holdback Period; and (b) a sufficient number of shares to satisfy a pending Indemnity Claim which is the subject of an ongoing third party dispute under Section 10.3 (b), or is the subject of a pending dispute between the parties under Section 10.3(c).
