Common use of Indemnification Holdback Clause in Contracts

Indemnification Holdback. At Closing, the Holdback Shares will be deemed issued to the Seller and/or its designees and transferred to Holdback Share Agent as security of the indemnification obligations of the Seller under this Article VII. Any portion of the Holdback Shares not previously released to, or permitted to be retained by, Purchaser as a result of an indemnification claim by Purchaser shall be released to the Seller (and/or any Seller Person) on the one-year anniversary of Closing; provided, however, that a portion of the Holdback Shares, which, in the reasonable judgement of the Purchaser (with the legal basis of such reasonable judgment of the Purchaser and the number of Holdback Shares requested by the Purchaser to be retained by the Holdback Share Agent pursuant to this Section 7.1 being set forth in a Claim Notice (as defined in Section 7.2(a)) signed by an executive officer of Parent and delivered to the Holdback Share Agent and the Seller), is necessary to satisfy any unsatisfied claims specified in any Claim Notice (as defined in Section 7.2(a) below) theretofore delivered to the Holdback Share Agent prior to the Holdback Distribution Date with respect to facts and circumstances existing on or prior to the Holdback Distribution Date (collectively, the “Disputed Holdback Shares”), shall be retained by the Holdback Share Agent until such claims have been resolved. Any Disputed Holdback Shares held by the Holdback Share Agent with respect to any pending but unresolved indemnification claims (as described in the immediately preceding sentence) shall be released to the Seller or released to, or permitted to be retained by, Purchaser (as appropriate) promptly upon resolution of each specific indemnification claim involved, as set forth in a writing mutually agreeable to the Parties hereto. For purposes of this Agreement, the value of a Holdback Share shall equal the Parent Stock Price. Each date of release of the Holdback Shares, whether on the one-year anniversary of Closing or once any indemnification claim(s) have been finally resolved pursuant to the terms hereof, shall be known as a “Holdback Distribution Date”. The Holdback Shares, when eligible for release, will be released as provided in Section 2.3.

Indemnification Holdback. At Closing, the Holdback Shares will be deemed issued to the Seller and/or its designees and transferred to Holdback Share Agent as security an amount of the indemnification obligations of the Seller under this Article VII. Any portion of the Holdback Shares not previously released to, or permitted to be retained by, Purchaser as a result of an indemnification claim by Purchaser shall be released to the Seller $50,000.00 USD (and/or any Seller Person) on the one-year anniversary of Closing; provided, however, that a portion of the Holdback Shares, which, in the reasonable judgement of the Purchaser (with the legal basis of such reasonable judgment of the Purchaser and the number of Holdback Shares requested by the Purchaser to be retained by the Holdback Share Agent pursuant to this Section 7.1 being set forth in a Claim Notice (as defined in Section 7.2(a)) signed by an executive officer of Parent and delivered to the Holdback Share Agent and the Seller), is necessary to satisfy any unsatisfied claims specified in any Claim Notice (as defined in Section 7.2(a) below) theretofore delivered to the Holdback Share Agent prior to the Holdback Distribution Date with respect to facts and circumstances existing on or prior to the Holdback Distribution Date (collectively, the “Disputed Holdback SharesAmount”), shall be retained 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 Share Agent until such claims 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 been resolvedfive (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. Any Disputed Holdback Shares held 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 Share Agent with respect 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 pending but unresolved indemnification claims (as described in the immediately preceding sentence) shall be released claimed set-offs related to representations and warranties, or, concede to the Seller proposed set-off of the Holdback Amount to satisfy the claimed loss or released to, or permitted damage related to be retained by, Purchaser (as appropriate) promptly upon resolution of each specific indemnification claim involved, as set forth in a writing mutually agreeable to the Parties hereto. For purposes 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 value Buyer may apply the set-off for claimed losses and damages under Section 4 of a Holdback Share shall equal this Agreement and pay the Parent Stock Price. Each date of release resulting balance of the Holdback SharesAmount, whether on the one-year anniversary of Closing or once any indemnification claim(s) have been finally resolved pursuant if any, to the terms hereofSeller. 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 known as 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 percent (50%) of the Holdback Distribution Date”Amount and shall maintain the remaining balance in the Escrow Account. The Holdback SharesThereafter, when eligible for release, will the dispute may be released as provided litigated in accordance with Section 2.310 of this Agreement. This Section does not limit any rights of Buyer under Section 8 of this Agreement.

Indemnification Holdback. At Closing, The Indemnification Holdback shall secure the Holdback Shares will be deemed issued to the Seller and/or its designees and transferred to Holdback Share Agent as security of the indemnification obligations of the Seller Sellers arising under this Article VII. Any portion of the Holdback Shares not previously released to, or permitted to be retained by, Purchaser as a result of an indemnification claim by Purchaser shall be released to the Seller (and/or any Seller Person) on the one-year anniversary of Closing; provided, however, that a portion of the Holdback Shares, which, in the reasonable judgement of the Purchaser (with the legal basis of such reasonable judgment of the Purchaser and the number of Holdback Shares requested by the Purchaser to be retained by the Holdback Share Agent pursuant to this Section 7.1 being set forth in a Claim Notice (as defined in Section 7.2(a)) signed by an executive officer of Parent and delivered to the Holdback Share Agent and the Seller), is necessary to satisfy any unsatisfied claims specified in any Claim Notice (as defined in Section 7.2(a) below) theretofore delivered to the Holdback Share Agent prior to the Holdback Distribution Date with respect to facts and circumstances existing on or prior to the Holdback Distribution Date (collectively, the “Disputed Holdback Shares”), shall be retained by the Holdback Share Agent until such claims have been resolved. Any Disputed Holdback Shares held by the Holdback Share Agent with respect to any pending but unresolved indemnification claims (as described in the immediately preceding sentence) shall be released to the Seller or released to, or permitted to be retained by, Purchaser (as appropriate) promptly upon resolution of each specific indemnification claim involved, as set forth in a writing mutually agreeable to the Parties hereto. For purposes 9 of this Agreement, the value of a Holdback Share shall equal the Parent Stock Price. Each date of release of the Holdback Shares, whether on the one-year anniversary of Closing or once any indemnification claim(s) have been finally resolved pursuant to the terms hereof, and shall be known as a “Holdback Distribution Date”. The Holdback Shares, when eligible for release, will be released subject to offset as provided in Section 2.39 of this Agreement. At the expiration of the Escrow Period, any portion of the Indemnification Holdback still held by Escrow Agent for which no claim has been filed and that is not being retained to satisfy Sellers’ indemnification obligations pursuant to Section 9 of this Agreement and as provided for in the Escrow Indemnification Agreement shall promptly be paid to Sellers, divided among the Sellers as follows: (a) all of the cash shall be delivered to AM Transport, and (b) all the shares of Common Stock shall be delivered one-half to Cid and one-half to Sahade. During the Escrow Period, the cash portion of the Indemnification Holdback shall be invested as set forth on SCHEDULE 2.02. On the expiration of the Escrow Period, AM Transport shall be paid the income earned on the cash portion of the Indemnification Holdback actually paid to AM Transport. Shares of Common Stock paid as dividends on the shares held as part of the Indemnification Holdback shall be delivered to Purchasers or Cid and Sahade (in equal shares) with the underlying shares of Common Stock on which such dividends were paid. The Escrow Agent’s fees and expenses accrued throughout the term of the Indemnification Escrow Agreement shall be borne by the Purchasers. In the event that any portion of the Indemnification Holdback is paid to the Purchasers, then at the expiration of the Escrow Period the Purchasers shall be reimbursed out of the Indemnification Holdback for an amount determined by multiplying the total fees and expenses paid by the Purchasers to the Escrow Agent by the percentage of the Indemnification Holdback actually used to satisfy Sellers’ indemnification obligations, together with any interest earned or shares of Common Stock paid as dividends thereon during the Escrow Period. Any amounts payable to Purchasers from the Indemnification Holdback, including any amount to reimburse Purchasers for the fees of the Escrow Agent, shall be divided on a pro rata basis (80/20) between the Cash Consideration and the Stock Consideration portions of the Indemnification Holdback.

Indemnification Holdback. At Closing, the Holdback Shares will be deemed issued to the Seller and/or its designees set aside and transferred to Holdback Share Agent held by Acquirer or Acquirer’s transfer agent as security of the indemnification obligations of the Seller Consideration Recipients under this Article VII7. Any portion of the Holdback Shares not previously released to, or permitted to be retained by, Purchaser Acquirer as a result of an indemnification claim by Purchaser Acquirer shall be released to the Seller (and/or any Seller Person) Consideration Recipients on the one-year anniversary of ClosingClosing in accordance with the Payment Schedule; provided, however, that a portion of the Holdback Shares, which, in the reasonable judgement of the Purchaser (with the legal basis of such reasonable judgment of the Purchaser and the number of Holdback Shares requested by the Purchaser to be retained by the Holdback Share Agent pursuant to this Section 7.1 being set forth in a Claim Notice (as defined in Section 7.2(a)) signed by an executive officer of Parent and delivered to the Holdback Share Agent and the Seller)Acquirer, is necessary to satisfy any unsatisfied claims specified in any Claim Notice Officer’s Certificate (as defined in Section 7.2(a) below7.7(a)) theretofore delivered to the Holdback Share Agent Securityholder Representative prior to the Holdback Distribution Date with respect to facts and circumstances existing on or prior to the Holdback Distribution Date (collectively, the “Disputed Holdback Shares”), shall be retained by the Holdback Share Agent Acquirer until such claims have been resolved. Any Disputed Holdback Shares held by the Holdback Share Agent Acquirer with respect to any pending but unresolved indemnification claims (as described in the immediately preceding sentence) shall be released to the Seller Consideration Recipients or released to, or permitted to be retained by, Purchaser Acquirer (as appropriate) promptly upon resolution of each specific indemnification claim involved, as set forth in a writing mutually agreeable to the Parties hereto. For purposes of this Agreement, the value of a Holdback Share shall equal the Parent Acquirer Stock Price. Each date of release of the Holdback Shares, whether on the one-year anniversary of Closing or once any indemnification claim(s) have been finally resolved pursuant to the terms hereof, shall be known as a “Holdback Distribution Date”. The Holdback Shares, when eligible for release, will be released as provided in Section 2.31.6(b)(i).