Payment of Holdback Amount. With respect to any portion of the Holdback Amount to be released to Company Members pursuant to Section 10.8:
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.
Payment of Holdback Amount. 47 10.5 Taxes............................................................. 47 10.6
Payment of Holdback Amount. For each Quarterly Period during the twelve-month period commencing on the first day of the Royalty Period (the twelve-month period commencing on the first day of the Royalty Period being the "Year One Royalty Period"), after delivery to Seller of the Royalty Statements for the Quarterly Period then ended, if Seller does not deliver a Notice of Dispute to Buyer by the tenth (10th) day following delivery of such Royalty Statements, or promptly after finalization of and agreement upon such Royalty Statements, if Seller does deliver a Notice of Dispute to Buyer by the tenth (10th) day following delivery of such Royalty Statements, Buyer shall pay to Seller an amount equal to ten percent (10.0%) of the Gross Sales of the SMT Business (the "Accrued Royalty") for the Quarterly Period then ended, less the sum of (x) the amounts that Buyer Indemnified Parties were entitled to recover for indemnification claims under Article VII hereof during the Quarterly Period then ended (subject to the terms and conditions of Article VII hereof) and (y) the amounts of costs incurred in servicing warranty claims on behalf of Seller pursuant to Section 5.12 hereof during the Quarterly Period then ended (subject to the terms and conditions of Section 5.12 hereof) (the sum of clauses (x) and (y) for each Quarterly Period being the "Offset Amount" for each such Quarterly Period). In the event that the Offset Amount for the Quarterly Period then ended exceeds the Accrued Royalty for the Quarterly Period then ended, then Buyer may offset against the Accrued Royalty otherwise payable for the following Quarterly Period or Quarterly Periods during the Year One Royalty Period, in order beginning with the then immediately following Quarterly Period, the amount by which the Offset Amount for the Quarterly Period then ended exceeds the Accrued Royalty for the Quarterly Period then ended until such amount is satisfied by offset. In addition, on the date of payment to Seller of the Accrued Royalty for the last Quarterly Period during the Year One Royalty Period (or the date that the Accrued Royalty for such Quarterly Period would have been paid to Seller but for offset against the entire Accrued Royalty for such Quarterly Period in accordance with the terms and conditions of this Section 3.1(b)) (the "Holdback Distribution Date"), Buyer shall pay to Seller an amount equal to the Holdback Amount, less the amount, if any, by which the aggregate Offset Amount for the Year One Royalty Period excee...
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 Seller. Subject to Section 2.4.3, if Buyer has delivered one or more Claim Notices to Seller 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 Seller 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. Subject to the Buyer's rights of set-off and indemnification specified in Section 9.2 hereof (which shall be exercised by the Buyer only after compliance with the provisions thereof), on the date which is 6 months after the Closing Date (the "Payment Date"), the Buyer shall pay by wire transfer to the Company an amount equal to (i) the Holdback Amount, minus (ii) the sum of (a) any portions thereof previously applied in respect of Approved Claims pursuant to Section 9.2 hereof and (b) any amounts then being withheld pending resolution of a Rejected Claim pursuant to Section 9.2 hereof, plus (iii) Holdback Interest thereon from the Closing Date until the Payment Date. If any amount of the Holdback Payment is not paid on such date because of the pending resolution of a Rejected Claim or Claims, the Buyer will pay by wire transfer all amounts, if any, owed to the Company promptly upon resolution of each Rejected Claim pursuant to Section 9.2 hereof, together with interest as provided in the preceding sentence on such amounts through the dates on which any such payments are made.
Payment of Holdback Amount. (a) Within ten (10) Business Days of the date on which 80% of the aggregate amount of all Shared Liabilities are Finally Settled (determined by reference to the aggregate estimate of Shared Liabilities set forth on Schedule 2.06(a) (the “Estimated Shared Liabilities”)) (such date, the “Final Settlement Reference Date”), Buyer shall pay to Seller in immediately available funds by wire transfer to an account designated by Seller an amount, if any, equal to: (u) the Holdback Amount, plus (v) the Additional Holdback Amount, if any, minus (w) the aggregate amount paid in connection with the Final Settlement of Shared Liabilities as of the Final Settlement Reference Date, minus (x) the aggregate amount of third party professional and consulting fees and expenses within the scope of Seller’s responsibility under Schedule 2.06 incurred by Buyer in connection with the negotiation and settlement of any Shared Liability, plus (y) the aggregate amounts paid directly by Seller at the written direction of Buyer in connection with the Final Settlement of Shared Liabilities as of the Final Settlement Reference Date, minus (z) the estimated cost to settle the remaining Shared Liabilities (determined by Buyer in its reasonable judgment and in a manner consistent with Schedule 2.06 after considering the advice of a mutually agreed third party, which determination shall take into account (i) the percentage of the Estimated Shared Liabilities paid in connection with the Final Settlement of the Shared Liabilities Finally Settled as of the Final Settlement Reference Date, (ii) the experience of Final Settlements entered into to prior to the time of determination as well as discussions with the counterparties that have not settled Shared Liabilities and (iii) other relevant factors) (the “Pending Claims Amount”).
Payment of Holdback Amount. On or before January 31, 1996, upon determination of the final Inventory Value and the Gross Margin, SV shall pay to Seller by wire transfer that portion of the Holdback Amount representing the Inventory and Payables Holdback, net of any Inventory Value Differential or Gross Margin adjustment, and net of any Excluded Liabilities paid by SV on behalf of Seller. On or before June 30, 1996, any Holdback Amount not previously paid to Seller or exhausted from reduction in accordance with the terms of this Section 1.5 or Section 9.3 below (the "HOLDBACK REMAINDER") shall be paid by SV to Seller by wire transfer. In addition, SV shall pay to Seller interest on the Holdback Remainder (but not on any Holdback Amounts previously paid or reduced in accordance with this Section 1.5) at the rate of two percentage points above the prime rate of interest as charged by First Interstate Bank, N.A., or any successor thereto, at the time of payment, and pro-rated for the period of time for which the Holdback Remainder was outstanding.
Payment of Holdback Amount. Following the Closing, Seller shall timely and properly pay to the Division of Taxation any and all Taxes due and owed by Seller to the Division of Taxation (the “New Jersey Tax Liabilities”). Seller shall consult with Buyer and provide Buyer with copies of information reasonably requested by Buyer relating to Seller’s good faith calculation of the New Jersey Tax Liabilities. The Parties shall cooperate to pay the New Jersey Tax Liabilities directly from the Holdback Amount on Seller’s behalf, and in furtherance of the foregoing, shall execute and deliver to the other Parties or to the Division of Taxation, as applicable, such instruments as a Party may reasonably request in furtherance of the foregoing. Upon Buyer’s receipt of a clearance letter, release or other evidence reasonably satisfactory to Buyer that the New Jersey Tax Liabilities have been timely and properly paid, which evidence may include reasonable documentation supporting the calculation of the New Jersey Tax Liabilities and payment thereof, then Buyer shall promptly disburse to Seller all of the then-remaining funds in the Holdback Amount; provided, that nothing herein shall relieve any of the Parties from their other respective obligations under this Agreement, including any indemnification for Taxes pursuant to Section 5.1(d).
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).
