Payment of Holdback Amount. Purchaser shall hold and pay the -------------------------- Holdback Amount pursuant to Article IX and this Section 9.4. If Purchaser has not delivered an Indemnification Claim Notice to Seller on or before the first anniversary of the Closing Date, all of the Holdback Amount shall be paid promptly to Seller with interest thereon at the rate of five percent (5%) per annum from the Closing Date through the date of payment of the Holdback Amount. If Purchaser has delivered one or more Indemnification Claim Notices to Seller on or before the first anniversary of the Closing Date and has exercised its right of offset pursuant to Section 9.3(g), or has not then determined the appropriate amount to be offset, the following shall apply:
(a) As promptly as practicable, but not later than ten (10) days following the first anniversary of the Closing Date, Purchaser shall prepare and deliver to Seller a written statement (the "Preliminary Holdback Accounting ------------------------------- Report") in reasonable detail which reflects and identifies, on an item-by-item ------ basis, (i) each Indemnification Claim paid by Purchaser and with respect to which Purchaser has exercised a right of offset against the Holdback Amount, and (ii) each unresolved Indemnification Claim and the portion of the Holdback Amount reasonably estimated by Purchaser to be required to cover each such unresolved Indemnification Claim, and the calculation reflecting how such amount was determined.
(b) Seller may, within twenty (20) days after the date of its receipt of the Preliminary Holdback Accounting Report, deliver to Purchaser a certificate (signed by Seller) setting forth any objections to the portion(s) of the Holdback Amount which Purchaser estimates is required to cover any unresolved Indemnification Claim as set forth in the Preliminary Holdback Accounting Report, together with a summary of the reasons therefor and calculations which, in Seller's view, are necessary to eliminate such objections. With respect to any item included in the Preliminary Holdback Accounting Report to which Seller does not so object within such 20-day period, the Preliminary Holdback Accounting Report shall be final and binding as the "Final Holdback Accounting Report" with respect to such item(s) for purposes of --------------------------------- this Agreement.
(c) With respect to any item included in the Preliminary Holdback Account Report to which Seller does object within such 20-day period, Purchaser a...
Payment of Holdback Amount. With respect to any portion of the Holdback Amount to be released to Company Members pursuant to Section 10.8:
(a) if any Company Member who held Company Interests has not satisfied the Payment Condition prior to the date on which such Holdback Amount is to be released or paid to such Company Member, then any portion of the Holdback Amount that would otherwise be released or paid to such Company Member shall be held by Parent, without interest, until such Company Member satisfies the Payment Condition; and
(b) unless the Representative provides updated payment delivery instructions, each delivery of any portion of the Holdback Amount to a particular Company Member shall be effected in accordance with the payment delivery instructions set forth in such Person’s Letter of Transmittal.
Payment of Holdback Amount. (a) If a Retention Breach with respect to a Selling Executive occurs within eighteen (18) months following the Closing Date, the Purchase Price due to such Selling Executive shall be reduced in accordance with Section 1.2 and Purchaser shall be under no obligation to pay the Holdback Amount to such Selling Executive.
(b) If, as of eighteen (18) months after the Closing Date, no Retention Breach has occurred with respect to a Selling Executive, Purchaser shall pay to this Selling Executive pursuant to Section 1.5(d) (i) forty percent (40%) of such Selling Executive’s Holdback Amount, plus (ii) sixty percent (60%) of the Holdback Amount minus
Payment of Holdback Amount. 47 10.5 Taxes............................................................. 47 10.6
Payment of Holdback Amount. On the first anniversary of the Closing -------------------------- Date, if Buyer has not delivered a Claim Notice to Seller, the remaining portion of the Holdback Amount allocable to the resolution of Seller's indemnification obligations under Section 10.3 shall be paid promptly to Sellers. Subject to Section 2.4.3, if Buyer has delivered one or more Claim Notices to Sellers on or before the first anniversary of the Closing Date and has exercised its right of offset pursuant to Section 10.3.5, or has not then determined the appropriate amount to be offset, Buyer shall pay to Sellers promptly after the first anniversary of the Closing Date an amount equal to remaining allocable portion of the Holdback Amount less any amounts offset against it pursuant to Section 10.3.5 and an amount reasonably estimated by Buyer to cover any unresolved claims. As promptly as practicable after the first anniversary of the Closing Date, Buyer shall determine the amount to be retained by it in satisfaction of any such unresolved claims and submit the balance, if any, to Seller.
Payment of Holdback Amount. Pursuant to the terms of the Escrow Agreement, on the first anniversary of the Closing Date, $3,000,000 of the General Holdback shall be remitted to Seller by Escrow Agent less any amounts allocable to the resolution of outstanding Claims pursuant to Seller's indemnification obligations under Section 10.3; on the second anniversary of the Closing Date, $1,000,000 of the General Holdback shall be remitted to Seller by Escrow Agent less any amounts allocable to the resolution of outstanding Claims pursuant to Seller's indemnification obligations under Section 10.3; and on the third anniversary of the Closing Date, the remaining portion of the General Holdback shall be remitted to Seller by Escrow Agent less any amounts allocable to the resolution of outstanding Claims pursuant to Seller's indemnification obligations under Section 10.3. Pursuant to the terms of the Escrow Agreement, the General Holdback shall be invested by the Escrow Agent in one (1) year U.S. government securities and Seller shall be entitled to and shall receive all interest earned on the General Holdback (except in respect of any amounts returned to Buyer).
Payment of Holdback Amount. On the Holdback Release Date, the Purchaser shall pay to the Seller the Holdback Amount, less (i) all Purchaser Losses paid from the Holdback Amount prior to the Holdback Release Date (which Seller shall be provided a calculation prior to the payment/offset for any Purchaser Losses); (ii) all unresolved indemnification claims of the Purchaser Indemnified Parties, which amounts shall be distributed to the Seller or retained by the Purchaser, as applicable, as such amounts are determined or resolved; notwithstanding the foregoing, the parties acknowledge and agree that the Purchaser may delay the payment of the Holdback Amount until it is furnished with a Certificate of Compliance with the Florida Department of Revenue regarding the Seller’s satisfaction of all tax liabilities as of the Closing Date. The amount by which the Holdback Amount is reduced to satisfy Purchaser Losses pursuant to this Agreement shall be deemed to be a reduction in the Purchase Price.
Payment of Holdback Amount. The City’s obligation to pay or reimburse the Developer for the Holdback Amount shall be subject to the conditions precedent set forth in Section 4.1 hereof and the following additional conditions precedent that must be satisfied or waived in writing by the City Manager:
Payment of Holdback Amount. Within 5 Business Days after first (1st) anniversary of the Effective Date and subject to (i) GTG conducting the affairs of the Business in no less a manner than it was conducted prior to the Completion Date, and (ii) the Business achieving a Gross Profit of at least three hundred and sixty seven thousand pounds (£367k) in the twelve months following Completion, if the Holdback Amount has not been fully exhausted in accordance with clause 4.3, then GTG must pay to Affinity the balance of the Holdback Amount in accordance with clause 4.7.
Payment of Holdback Amount. (a) In addition to the other payments required to be made to Seller hereunder, Purchaser shall pay to Seller an amount equal to the entire Holdback Amount, provided that during the Measurement Period, Purchaser shall have
