Release of Holdback Amount. The Holdback Amount, net of any deductions pursuant to Section 1.3, will be allocated among the Acquired Shares and the Individuals in the same percentages as the Closing Payment is allocated among such Acquired Shares and the Individuals and be paid by wire transfer of immediately available funds to the Individuals’ Accounts promptly following the completion of the post-Closing adjustment pursuant to Section 1.3.
Release of Holdback Amount. The Holdback Amount shall be released as follows:
Release of Holdback Amount. Within ten (10) days after the Closing, Company shall prepare and deliver to the Buyer a pro forma consolidated balance sheet of the Company and Blackwater as of the Closing Date, prepared on the same basis as the Company Balance Sheet, but excluding any Excluded Assets and any Excluded Liabilities (the "Closing Balance Sheet"). Within ten (10) days after receipt of such Closing Balance Sheet, if the Holdback Amount exceeds the Closing Deficit, Buyer shall pay to Company such difference by wire transfer, and if the Closing Deficit exceeds the Holdback Amount, Company shall pay to Buyer such difference by wire transfer. "
Release of Holdback Amount. (a) Subject to the terms and conditions of this Agreement and the Related Agreements, on the date that is eighteen (18) months after the Closing Date and on each of the second and third anniversary of the Closing Date, the acting notary shall pay to each Founder from the Holdback Amount an amount equal to such Founder’s proportionate share of (i) EUR 750,000, minus (ii) such Founder’s proportionate share of all prior amounts distributed to Purchaser (or a Purchaser Indemnified Party, as the case may be) pursuant to Section 2.3, minus (iii) such Founder’s proportionate share of any amounts necessary (as determined by Purchaser in its reasonable judgment by way of written notice to the notary) to satisfy any pending or potential claims theretofore asserted by any Purchaser Indemnified Party pursuant to Article VI (such amounts relating to such pending or potential claims are collectively referred to hereinafter as the “Unresolved Portion”).
Release of Holdback Amount. With respect to any lot of Contrave Holdback Bottles, the “Release Condition” means either (I) : (a) the Purchaser’s receipt of an inspection report evidencing completion of the inspection of such lot of Contrave Holdback Bottles by Patheon, (b) the Purchaser’s receipt of a certificate of compliance evidencing that such Contrave Holdback Bottles have met the criteria for release for distribution of such Contrave by Patheon in accordance with the release criteria under the applicable quality system and procedures in effect on the date hereof, and (c) after receipt of the items set forth in clauses (a) and (b), the Purchaser’s (x) issuance (in consultation with the Holdback Release Payee) of a certificate of disposition in accordance with the release criteria under the applicable quality system and procedures in effect on the date hereof, and (y) verification (in consultation with the Holdback Release Payee) that such Contrave Holdback Bottles have a minimum then-existing shelf life of eighteen (18) months at such time, in each case of clauses (x) and (y) not to be unreasonably withheld by the Purchaser; or (II) in respect to the three lots of Contrave Holdback Bottles located at Seller’s third party logistics provider, Cardinal 3PL, and any lots, or portions of lots, that are not in the possession and control of the Seller (or Seller’s distribution partner in Canada), that the Release Condition shall have been deemed satisfied as set forth below. Within five (5) Business Days following the satisfaction of the Release Condition with respect to any lot of Contrave Holdback Bottles, the Purchaser shall release the full portion of the Holdback Amount allocated to that lot (as set forth on Schedule A hereto) to the Holdback Release Payee without setoff or deduction. For purposes of the three lots of Contrave Holdback Bottles located at Seller’s third party logistics provider, Cardinal 3PL (which are not otherwise sent back to Patheon), the “Release Condition” shall be deemed satisfied upon written confirmation solely of completion of inspection of any such lots of Contrave Holdback Bottles stating that none of such Contrave Holdback Bottles fails to meet the Release Condition (as evidenced by the applicable inspection report prepared by Cardinal 3PL or the Seller (in consultation with the Purchaser)). If, within five (5) Business Days following receipt by the Holdback Release Payee and Purchaser of the applicable certificate of disposition respecting one or more...
Release of Holdback Amount. (a) The holdback period for the Holdback Amount shall terminate as may be determined by the Equityholders’ Representative in its sole and absolute discretion. The funds (if any) remaining from the Holdback Amount may be released and distributed in part from time to time at the sole and absolute discretion of the Equityholders’ Representative to the Seller, the Unitholders and the Surviving Company (on behalf of the Vested Company Optionholders), as follows (such distribution, the “Holdback Distribution”):
Release of Holdback Amount. The Holdback Amount shall be available to satisfy any Losses for which any Purchaser Indemnified Party is entitled to indemnification by Seller pursuant to the terms hereof. The Holdback Amount, less the amount of any Losses for indemnification claims resolved in the favor of the Purchaser Indemnified Parties and less the amount of any Losses (actual or estimated by Purchaser) set forth in any Indemnity Notice with respect to any then-pending but unresolved indemnification claims (“Unresolved Claims”), shall be paid by Purchaser to Seller on or before the fifth (5th) Business Day following the twenty-four (24) month anniversary of the Closing Date (the “Holdback Release Date”). If any Unresolved Claims exist as of the Holdback Release Date, Purchaser shall promptly pay the portion of the Holdback Amount then-remaining after the final resolution and satisfaction of all such claims to Seller by wire transfer of immediately available funds to such account as Seller shall designate by written notice to Purchaser.
Release of Holdback Amount. 7.8.1 Subject to Section 7.8.2, on the date that is eighteen (18) months after the Closing Date (the “Holdback Release Date”), Buyer shall pay to Seller from the Holdback Amount an amount equivalent to (A) the remaining amount of the Holdback Amount (after all set offs, offsets and retentions by Buyer pursuant to this Agreement), minus (B) any amounts necessary to satisfy any unresolved claims for Adverse Consequences theretofore asserted by the Buyer Indemnified Parties pursuant to Section 7.2 (such amounts relating to such unresolved claims are collectively referred to as the “Unresolved Portion”), by wire transfer of immediately available funds to an account specified by Seller. At all times prior to the release of any remaining Holdback Amount, Buyer shall be entitled to commingle the funds constituting the Holdback Amount with the general funds of Buyer or its Affiliates. For avoidance of doubt, the Parties agree that nothing in this Section 7.8.1 or any other provision of this Agreement shall be interpreted as an agreement by Seller that it is not entitled to dispute Buyer’s right to retain the Unresolved Portion or dispute any setoff, offset or retention of or against the Holdback Amount, and in the event Seller disputes any such setoff, offset or retention that has been made by Buyer, and the Parties are unable to resolve such dispute consensually, a Party may submit such dispute to the Chosen Courts.
Release of Holdback Amount. (a) The holdback period for the Holdback Amount shall terminate as may be determined by the Equityholders’ Representative in its sole and absolute discretion; provided, that the holdback period shall in no event last in excess of sixty (60) days following the final distribution of all of the remaining Rollover Adjusted Merger Consideration Escrow Amount pursuant to Section 3.6(f). The funds (if any) remaining in the Holdback Amount may be released and distributed in part from time to time at the sole and absolute discretion of the Equityholders’ Representative (and shall be released and distributed in their entirety promptly after termination of such holdback period) to the Company Common Stockholders and the Surviving Corporation (on behalf of the Executive Company RSU Holders, the other Company RSU Holders and the Company Optionholders, as the case may be, as follows (such distribution, the “Holdback Distribution”):
Release of Holdback Amount. Promptly following the Expiration Date, the Buyer will pay to the Seller by wire transfer of immediately available funds to the Seller Account, the remainder of the Holdback Amount, less any amounts required to satisfy any then pending claims (“Pending Claims,” and the amounts required to satisfy any such Pending Claims, the “Set Aside Amounts”). Upon the final determination of any such Pending Claims or the mutual agreement of the Buyer and the Seller, the Buyer will be entitled to retain the amount awarded to the Buyer in such final determination or such amount as mutually agreed to by the Buyer and the Seller (the “Indemnified Amount”) with respect to such Pending Claim, if any, and, within five (5) Business Days of the final determination of such Pending Claim, the Buyer will pay to the Seller an amount, if any, equal to (a) the Set Aside Amount with respect to such Pending Claim, minus (b) the Indemnified Amount with respect to such Pending Claim to the Seller Account.
