Indemnification Holdback Amount. “Indemnification Holdback Amount” shall mean $6,000,000.
Indemnification Holdback Amount. An amount equal to $1,500,000 (the “Indemnification Holdback Amount”) is hereby withheld by Buyer at the Closing and will be held by Buyer pursuant to the terms of this Agreement. Buyer is entitled to retain and subtract from the Indemnification Holdback Amount (a) the amount that Buyer is entitled to receive pursuant to Section 1.6(d)(x) and (b) the amount of any Indemnified Losses for which the Seller Parties are obligated to indemnify an Indemnified Party under ARTICLE VIII.
Indemnification Holdback Amount. (a) The Indemnification Holdback Amount shall be withheld from the consideration otherwise payable to each Company Stockholder at Closing in accordance with Section 1.8 and retained by Parent to be used solely for the satisfaction of indemnification obligations of the Company Stockholders under Article VIII. The Company Stockholders shall not receive interest on the Indemnification Holdback Amount. Neither the Indemnification
Indemnification Holdback Amount. Buyer shall transfer Two Million ($2,000,000.00) Dollars of the Purchase Price allocated to Xxxxxx Xxxxx, Xx. by wire transfer of immediately available funds (the “Indemnification Holdback Amount”) to Xxxxxx Xxxxxxx Xxxxxx & Xxxxxxx, LLC as escrow agent ("Escrow Agent") on the Closing Date. The Escrow Agent shall release and transfer without undue delay the Indemnification Holdback Amount in accordance with Section 9.5 of this Agreement and the Escrow Agreement to be entered into by and among the Escrow Agent, Sellers and Buyer at the Closing (“Escrow Agreement”).
Indemnification Holdback Amount. Notwithstanding anything to the contrary in the other provisions of this Article I, Acquirer shall withhold from each Converting Holder’s applicable portion of the Merger Consideration payable to such Converting Holder pursuant to Section 1.3(a): (i) such Converting Holder’s Pro Rata Share of the Indemnification Holdback Amount and (ii) such Converting Holder’s TNW Pro Rata Share of the Adjustment Holdback Amount. The Indemnification Holdback Fund shall be held by Acquirer in a separate account from its operating funds and constitute partial security for the benefit of Acquirer (on behalf of itself or any other Indemnified Person) with respect to any Indemnifiable Damages pursuant to the indemnification obligations of the Converting Holders under Article VIII, and shall be held and distributed in accordance with Section 8.1, provided, however, that notwithstanding the foregoing, if Acquirer’s unrestricted cash as reflected on its most recent monthly balance sheet falls below $50,000,000 prior to the Indemnification Holdback Release Date, then Acquirer will deposit any unreleased portion of the Indemnification Holdback Amount into a third-party escrow account, established and maintained at Acquirer’s expense, with a nationally recognized banking institution reasonably acceptable to the Stockholders’ Agent (it being understood that U.S. Bank and Xxxxx Fargo Bank shall be deemed to be acceptable to the Stockholders’ Agent). The adoption of this Agreement and the approval of the Merger by the Company Stockholders shall constitute, among other things, approval of the Indemnification Holdback Amount and the withholding of Indemnification Holdback Amount.
Indemnification Holdback Amount. Pursuant to Section 2.3(2), the Purchaser shall deposit in escrow with the Escrow Agent, pursuant to the terms of the Escrow Agreement, the Indemnification Holdback Amount.
Indemnification Holdback Amount. At the Closing, Buyer shall retain the Indemnification Holdback Amount in accordance with Section 2.5(a)(ii) and ARTICLE VII of this Agreement. The Indemnification Holdback Amount shall be available as partial security to compensate Buyer for Losses as described below.
Indemnification Holdback Amount. The Indemnification Holdback Amount is being withheld by Buyer for the purpose of allowing Buyer to recover therefrom amounts due from Seller pursuant to the indemnification obligations of Section 8.02 hereof.
(a) On the date that is six (6) months after the Closing Date (the “Holdback Payment Date”), Buyer shall pay the Indemnification Holdback Amount by wire transfer of immediately available funds to the account designated by Seller in writing to Buyer at least two Business Days prior to such date; provided that, the amount paid to Seller pursuant to this Section 2.06(a) shall be reduced dollar-for-dollar for any pending or unresolved claims made by Buyer pursuant to Section 8.02 and Section 2.06(b) and any recovery from the Indemnification Holdback Amount made by Buyer on or prior to the Holdback Payment Date. If Buyer seeks recovery from the Indemnification Holdback Amount on or prior to the Holdback Payment Date pursuant to its rights under Section 2.06(b), then Buyer shall provide Seller with an accounting thereof.
(b) Until the Holdback Payment Date, Buyer’s remedy under Section 8.02 of this Agreement will be to first seek recovery from the Indemnification Holdback Amount. If the Indemnification Holdback Amount is not sufficient to cover the aggregate amount that may be due to Buyer from Seller pursuant to Section 8.02 hereof, then Buyer shall inform Seller in writing of such deficiency (with written support therefor) and Seller shall pay Buyer the undisputed amount of such deficiency by wire transfer of immediately available funds within five (5) days of receipt of such written notice.
(c) After the Holdback Payment Date, Buyer’s remedy under Section 8.02 of this Agreement shall be made directly against Seller.
Indemnification Holdback Amount. The Indemnification Holdback Amount to the Escrow Agent by wire transfer of immediately available funds;
Indemnification Holdback Amount. The Indemnification Holdback Amount shall be held back by Parent Purchaser, as provided in Section 2.1(b), and shall be available to compensate the Indemnified Parties for Damages under this ARTICLE 7. On the Indemnification Holdback Release Date, Parent Purchaser shall release the portion of the Indemnification Holdback Amount to Seller (if prior to the Liquidation Date) or Seller’s Agent (if after the Liquidation Date) that has not been previously released to Parent Purchaser and forfeited by Seller to satisfy indemnification claims hereunder; provided, however, that Parent Purchaser shall continue to hold that portion of the Indemnification Holdback Amount which Parent Purchaser determines in good faith to be reasonably necessary to satisfy any Unresolved Claims (which amount shall continue to be held by Parent Purchaser until such claims have been resolved).
