Common use of Indemnification Holdback Clause in Contracts

Indemnification Holdback. (a) At Closing, $5,850,000 of the Purchase Price will be held back by the Purchaser as security of the indemnification obligations of Parent and Seller under Section 8.1 hereof (the "Indemnification Holdback"); provided, however, that, subject to the other limitations set forth herein, Purchaser shall be entitled to seek indemnification hereunder following the release of the Indemnification Holdback. Any portion of the Indemnification Holdback not previously released to Purchaser as a result of an indemnification claim by Purchaser shall be released to Seller at the end of the Holdback Period; provided, however, that a portion of the Indemnification Holdback, which, in the reasonable judgment of Purchaser, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to Parent and/or Seller prior to termination of the Holdback Period with respect to facts and circumstances existing prior to expiration of the Holdback Period, shall be retained by Purchaser until such claims have been resolved. (b) On the Release Date, Purchaser shall pay to Seller any portion of the Indemnification Holdback not previously paid to Purchaser for indemnification hereunder, less the dollar amount equal to any portion of the Indemnification Holdback subject to retention by Purchaser in accordance with Section 8.2(a) with respect to any pending but unresolved indemnification claims of Purchaser. Any portion of the Indemnification Holdback held as a result of this Section 8.2(b) shall be paid to Seller or retained by Purchaser (as appropriate) promptly upon resolution of each specific claim involved.

Indemnification Holdback. (a) At Closing, $5,850,000 The Indemnification Holdback shall secure the obligations of the Purchase Price will be held back by the Purchaser as security of the indemnification obligations of Parent and Seller Sellers arising under Section 8.1 hereof (the "Indemnification Holdback"); provided9 of this Agreement, however, that, and shall be subject to offset as provided in Section 9 of this Agreement. At the other limitations set forth herein, Purchaser shall be entitled to seek indemnification hereunder following the release of the Indemnification Holdback. Any portion of the Indemnification Holdback not previously released to Purchaser as a result of an indemnification claim by Purchaser shall be released to Seller at the end of the Holdback Period; provided, however, that a portion of the Indemnification Holdback, which, in the reasonable judgment of Purchaser, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to Parent and/or Seller prior to termination of the Holdback Period with respect to facts and circumstances existing prior to expiration of the Holdback Escrow Period, shall be retained by Purchaser until such claims have been resolved. (b) On the Release Date, Purchaser shall pay to Seller any portion of the Indemnification Holdback still held by Escrow Agent for which no claim has been filed and that is not previously 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 Purchaser for indemnification hereunderSellers, less divided among the dollar amount 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 to 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 subject is paid to retention by Purchaser in accordance with Section 8.2(a) with respect to any pending but unresolved indemnification claims the Purchasers, then at the expiration of Purchaser. Any portion the Escrow Period the Purchasers shall be reimbursed out of the Indemnification Holdback held 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 a result 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 this Section 8.2(b) the Escrow Agent, shall be paid to Seller or retained by Purchaser divided on a pro rata basis (as appropriate80/20) promptly upon resolution between the Cash Consideration and the Stock Consideration portions of each specific claim involvedthe Indemnification Holdback.

Indemnification Holdback. (a) At Closing, an amount of $5,850,000 of 50,000.00 USD (the “Holdback Amount”), shall be withheld by the Buyer from the Purchase Price will to be held back by the Purchaser as security paid pursuant to Section 2.1(i) above for indemnification of the indemnification obligations Buyer related to representations and warranties of Parent and Seller under made in Section 8.1 hereof 4 hereof. The Holdback Amount shall be deposited into a separate depository bank account of Buyer which is non-interest bearing (the "Indemnification Holdback"“Escrow Account”) for a period of twelve (12) consecutive months from the date of Closing (the “Holdback Release Date”); provided. On the Holdback Release Date, however, that, subject 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 other limitations set forth herein, Purchaser shall be entitled Holdback Release Date and pay the balance thereafter to seek indemnification hereunder following the release of Seller; or (2) pay the Indemnification Holdback. Any portion of the Indemnification Holdback not previously released to Purchaser as a result of an indemnification claim by Purchaser shall be released to Seller at the end entirety of the Holdback Period; provided, however, that 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 portion thirty (30) calendar day written notice by the Seller of Buyer’s articulating and detailing its set-off claims against the Indemnification Holdback, which, in Holdback Amount (the reasonable judgment of Purchaser, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to Parent and/or Seller prior to termination “Holdback Notice”). Within ten (10) calendar days from the receipt of the Holdback Period with respect Notice, Seller has the right to facts dispute in writing any claimed set-offs related to representations and circumstances existing prior warranties, or, concede to expiration the proposed set-off of the Holdback Period, shall be retained by Purchaser until such claims have been resolved. (b) On 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, Purchaser shall the Buyer may apply the set-off for claimed losses and damages under Section 4 of this Agreement and pay to Seller any portion the resulting balance of the Indemnification Holdback not previously paid Amount, if any, to Purchaser for indemnification hereunderthe Seller. In the event Seller disputes the set-off against the Holdback Amount in an amount more than $12,500.00 USD, less the dollar amount equal Holdback Amount shall continue to any portion 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 Indemnification 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 subject to retention by Purchaser Amount and shall maintain the remaining balance in the Escrow Account. Thereafter, the dispute may be litigated in accordance with Section 8.2(a) with respect to any pending but unresolved indemnification claims of Purchaser. Any portion of the Indemnification Holdback held as a result 10 of this Agreement. This Section 8.2(b) shall be paid to Seller or retained by Purchaser (as appropriate) promptly upon resolution does not limit any rights of each specific claim involvedBuyer under Section 8 of this Agreement.

Indemnification Holdback. (a) At Closing, $5,850,000 of the Purchase Price Holdback Shares will be set aside and held back by the Purchaser Acquirer or Acquirer’s transfer agent as security of the indemnification obligations of Parent and Seller the Consideration Recipients under Section 8.1 hereof (the "Indemnification Holdback"); provided, however, that, subject to the other limitations set forth herein, Purchaser shall be entitled to seek indemnification hereunder following the release of the Indemnification Holdbackthis Article 7. Any portion of the Indemnification Holdback Shares not previously released to, or permitted to Purchaser be retained by, Acquirer as a result of an indemnification claim by Purchaser Acquirer shall be released to Seller at the end Consideration Recipients on the one-year anniversary of Closing in accordance with the Holdback PeriodPayment Schedule; provided, however, that a portion of the Indemnification HoldbackHoldback Shares, which, in the reasonable judgment of PurchaserAcquirer, is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate (as defined in Section 7.7(a)) theretofore delivered to Parent and/or Seller the Securityholder Representative prior to termination of the Holdback Period Distribution Date with respect to facts and circumstances existing on or prior to expiration of the Holdback PeriodDistribution Date (collectively, the “Disputed Holdback Shares”), shall be retained by Purchaser Acquirer until such claims have been resolved. (b) On the Release Date, Purchaser shall pay to Seller any portion of the Indemnification . Any Disputed Holdback not previously paid to Purchaser for indemnification hereunder, less the dollar amount equal to any portion of the Indemnification Holdback subject to retention Shares held by Purchaser in accordance with Section 8.2(a) Acquirer with respect to any pending but unresolved indemnification claims of Purchaser. Any portion of (as described in the Indemnification Holdback held as a result of this Section 8.2(bimmediately preceding sentence) shall be paid released to Seller the Consideration Recipients or released to, or permitted to be retained by Purchaser by, Acquirer (as appropriate) promptly upon resolution of each specific indemnification claim involved. For purposes of this Agreement, the value of a Holdback Share shall equal the 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 1.6(b)(i).

Indemnification Holdback. (a) At Closing, $5,850,000 of FPMG LLC shall hold back an amount equal to the Cap (the “Indemnification Holdback Amount”) from the Purchase Price will be held back by and shall not distribute the Purchaser Indemnification Holdback Amount to its members except as security of the indemnification obligations of Parent and Seller under Section 8.1 hereof (the "Indemnification Holdback"); provided, however, that, subject to the other limitations set forth hereinin this Section 12.04. Except for claims relating to fraud, Purchaser the Indemnification Holdback Amount shall be the sole and exclusive source for effecting the payment and discharge of any and all amounts to which any Buyer Indemnified Party shall be entitled to seek indemnification hereunder following pursuant to this Article XII and shall not be used for any other purpose (except for distributions permitted hereby). Such Indemnification Holdback Amount shall be held at a money market account (or similar type of account that allows for immediately available cash) at JPMorgan Chase Bank. (i) On the release date which is the first anniversary of the Closing Date (the “Initial Indemnification Holdback. Any portion Holdback Payment Date”), FPMG LLC shall be entitled to distribute to its members an amount equal to the excess, if any, of 70% of the Indemnification Holdback not previously released to Purchaser as a result Amount over the sum of an indemnification claim by Purchaser shall be released to Seller at (x) the end aggregate amount of the Holdback Period; provided, however, that a portion any reductions of the Indemnification Holdback, which, Holdback Amount made in accordance with Section 12.04(b) and (y) the reasonable judgment of Purchaser, is necessary maximum amount payable under any unresolved claims made by any Buyer Indemnified Party pursuant to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to Parent and/or Seller prior to termination this Article XII (the amount of the Indemnity Holdback Period with respect Amount remaining after distribution, the “Initial Remaining Holdback Amount”). Except for claims relating to facts fraud, the Initial Remaining Holdback Amount shall, from and circumstances existing prior after the Initial Indemnification Holdback Payment Date, be the sole and exclusive source for effecting the payment and discharge of any and all amounts to expiration which any Buyer Indemnified Party shall be entitled to indemnification pursuant to this Article XII. (ii) On the date which is the third anniversary of the Closing Date (the “Second Indemnification Holdback PeriodPayment Date”), FPMG LLC shall be retained entitled to distribute to its members an amount equal to the excess, if any, of 90% of the Indemnification Holdback Amount over the sum of (x) the amount previously distributable on the Initial Indemnification Holdback Date pursuant to Section 12.04(a)(i), (y) the aggregate amount of any reductions of the Initial Remaining Holdback Amount made in accordance with Section 12.04(b) from and after the Initial Indemnification Holdback Date and (z) the maximum amount payable under any unresolved claims made by Purchaser until any Buyer Indemnified Party pursuant to this Article XII (the amount of the Initial Indemnity Holdback Amount remaining after such distribution, the “Second Remaining Holdback Amount”). Except for claims have been resolvedrelating to fraud, the Second Remaining Holdback Amount shall, from and after the Second Indemnification Holdback Payment Date, be the sole and exclusive source for effecting the payment and discharge of any and all amounts to which any Buyer Indemnified Party shall be entitled to indemnification pursuant to this Article XII. (iii) On the date which is the sixth anniversary of the Closing Date (the “Final Indemnification Holdback Payment Date”), FPMG LLC shall be entitled to distribute to its members an amount equal to the excess, if any, of the Second Remaining Holdback Amount over the sum of (x) the aggregate amount of any reductions of the Second Remaining Holdback Amount made in accordance with Section 12.04(b) from and after the Second Indemnification Holdback Date and (y) the maximum amount payable under any unresolved claims made by any Buyer Indemnified Party pursuant to this Article XII (the amount of the Second Remaining Holdback Amount after such distribution, the “Final Remaining Holdback Amount”). Except for claims relating to fraud, the Final Remaining Holdback Amount shall, from and after the Final Indemnification Holdback Payment Date, be the sole and exclusive source for effecting the payment and discharge of any and all amounts to which any Buyer Indemnified Party shall be entitled to indemnification pursuant to this Article XII. (b) On To the Release extent that any Buyer Indemnified Party is entitled to any indemnification pursuant to Article XII, the Indemnification Holdback Amount, the Initial Remaining Holdback Amount, Second Remaining Holdback Amount or the Final Remaining Holdback Amount, as applicable, shall be reduced dollar-for-dollar by the amount of such indemnification made to such Buyer Indemnified Party, but only to the extent such indemnification is (x) consented to in writing by the Seller, to the extent required by Section 12.05, or (y) in such Buyer Indemnified Party’s favor and is finally determined pursuant to a final, non-appealable judgment of a court of competent jurisdiction or is no longer subject to challenge under applicable Law (a “Final Determination”). (c) To the extent any claims for indemnification pursuant to Article XII by any Buyer Indemnified Party remain pending and unresolved (and such claims have been timely made in accordance with Article XII) after the Final Indemnification Holdback Date, Purchaser Seller shall pay to Seller any not distribute the portion of the Indemnification Final Remaining Holdback not previously paid to Purchaser for indemnification hereunder, less the dollar amount equal Amount relating to any portion such pending and unresolved indemnification claim until (x) the resolution of such indemnification claim is consented to in writing by the Indemnification Holdback subject Seller, to retention the extent required by Purchaser Section 12.05, or (y) such indemnification claim is determined in favor of such Buyer Indemnified Party, by a Final Determination, in which case the amount to which Buyer is entitled to by such Final Determination shall be distributed in accordance with Section 8.2(a) with respect to 12.04(c). To the extent that any pending but unresolved such indemnification claims of Purchaser. Any are resolved in Seller’s favor by a Final Determination, FPMG LLC shall distribute the portion of the Final Remaining Holdback Amount relating to such claims to its members. (d) Any payment required to be made by FPMG LLC pursuant to this Section 12.04 shall be made by wire transfer or other delivery of immediately available funds within five Business Days following the date on which such payment is required to be made. (e) FPMG LLC is entitled to retain interest on the account where the Indemnification Holdback Amount, Initial Remaining Holdback Amount and the Final Remaining Holdback Amount, as applicable, are held as a result and distribute any such interest earned to its members. (f) Except for claims relating to fraud, each Buyer Indemnified Party’s sole and exclusive remedy to receive payments of this Section 8.2(b) any amounts to which any Buyer Indemnified Parties shall be paid entitled to indemnification pursuant to this Article XII hereof shall in no event exceed the amount of, and shall be recoverable solely from, the Indemnification Holdback Amount. In the event that the Indemnification Holdback Amount, the Initial Remaining Holdback Amount, the Second Remaining Holdback Amount or the Final Remaining Holdback Amount, as the case may be, is insufficient to pay any Buyer Indemnified Party any amounts owed to such Buyer Indemnified Party to this Article XII, except for claims relating to fraud, the Buyer Indemnified Parties shall not be entitled to collect any remaining amounts not satisfied from the Indemnification Holdback Amount and none of Seller or retained by Purchaser (as appropriate) promptly upon resolution of each specific claim involvedits Affiliates, nor any other Person shall have any liability for any such deficiency.

Indemnification Holdback. (a) At Closing, $5,850,000 of the Purchase Price Holdback Shares will be held back by deemed issued to the Purchaser Seller and/or its designees and transferred to Holdback Share Agent as security of the indemnification obligations of Parent and the Seller under Section 8.1 hereof (the "Indemnification Holdback"); provided, however, that, subject to the other limitations set forth herein, Purchaser shall be entitled to seek indemnification hereunder following the release of the Indemnification Holdbackthis Article VII. Any portion of the Indemnification 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 at (and/or any Seller Person) on the end one-year anniversary of the Holdback PeriodClosing; provided, however, that a portion of the Indemnification HoldbackHoldback Shares, which, in the reasonable judgement of the Purchaser (with the legal basis of such reasonable judgment of Purchaserthe 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 Officer's Certificate Claim Notice (as defined in Section 7.2(a) below) theretofore delivered to Parent and/or Seller the Holdback Share Agent prior to termination of the Holdback Period Distribution Date with respect to facts and circumstances existing on or prior to expiration of the Holdback PeriodDistribution Date (collectively, the “Disputed Holdback Shares”), shall be retained by Purchaser the Holdback Share Agent until such claims have been resolved. (b) On . Any Disputed Holdback Shares held by the Release Date, Purchaser shall pay to Seller any portion of the Indemnification Holdback not previously paid to Purchaser for indemnification hereunder, less the dollar amount equal to any portion of the Indemnification Holdback subject to retention by Purchaser in accordance with Section 8.2(a) Share Agent with respect to any pending but unresolved indemnification claims of Purchaser. Any portion of (as described in the Indemnification Holdback held as a result of this Section 8.2(bimmediately preceding sentence) shall be paid released to the Seller or released to, or permitted to be retained by 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.