Release of Holdback Amount. The Holdback Amount shall be released as follows:
(A) If the Seller has been requested by the Relevant PRC Tax Authority to pay any Selling Taxes, then, at any time after the Relevant PRC Tax Authority’s assessment of the Selling Taxes arising hereunder in respect of the Seller has been accepted by the Seller or has become final and non-appealable (such event, the “Final Tax Event” and the amount of such Taxes, the “Final Tax Amount”), the Seller shall be entitled to instruct the Buyer, accompanied by reasonable supporting evidence relating thereto, to release, out of the Holdback Amount within one (1) week of such duly issued instructions, (i) an amount equal to the Final Tax Amount, to the Relevant PRC Tax Authority (with a copy, certified as true by or on behalf of the Seller, of the Tax Payment Receipt to be delivered to the Buyer), and (ii) the remaining balance, if any, to the Seller.
(B) If the Seller receives confirmation from the Relevant PRC Tax Authority that the Seller is not required to pay any Selling Taxes, the Seller shall be entitled to instruct the Buyer, accompanied by acceptable evidence relating thereto, to release the Holdback Amount to the Seller within one (1) week of such duly issued instructions. For the purpose for this paragraph 6(B), the following shall be acceptable evidence of confirmation by the Relevant PRC Tax Authority that the Seller is not required to pay any Selling Taxes:
(i) an original written confirmation issued by the Relevant PRC Tax Authority and executed by an official of the Relevant PRC Tax Authority confirming that the Seller is not required to pay any Selling Taxes; or
(ii) an original written confirmation (including minutes of the meeting(s)) issued by the Reporting Agent and executed by an authorised signatory thereof, confirming that (a) they have attended formal meeting(s) with the Relevant PRC Tax Authority together with at least one representative of the Buyer and/or its tax advisor, and (b) a competent tax official of the Relevant PRC Tax Authority has provided confirmation (orally or otherwise) at such meeting(s) that the Seller is not required to pay any Selling Taxes. For the avoidance of doubt, the contents of such original written confirmation issued by the Reporting Agent pursuant to this sub-paragraph 6(B)(ii) shall be reasonably acceptable to each of the Buyer and the Seller.
(i) If the Seller is liable to indemnify the Buyer under paragraph 5(B) of this Schedule 1 or (ii) (save in the event ...
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. (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”).
(b) On the date that is eighteen (18) months after the Closing Date, the acting notary shall pay to each Founder from the Holdback Amount (to the extent available) an amount equal to such Founder’s proportionate share of (i) EUR 2,250,000, 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 Unresolved Portion.
(c) Any reductions to the Holdback Amount in accordance with Sections 2.4(a)(ii) and 2.4(b)(ii) shall be deducted only once. Should a portion of the Holdback Amount be retained by Purchaser pursuant to the terms of one of the Founder’s Holdback Agreements, such amount shall only be withheld from the Founder to which such Holdback Agreement relates.
(d) If there is an Unresolved Portion of the Holdback Amount as of a Holdback Release Date, the acting notary shall continue to retain such Unresolved Portion from and after the Holdback Release Date until the resolution and settlement of such pending claims giving rise to the Unresolved Portion. Following the final resolution and settlement of all such pending claims, the acting notary shall pay to each Founder such Founder’s proportionate share of the balance, if any, of the Holdback Amount, together with any interest accrued on the escrow account from the Closing Date to and including the date of payment of such balance.
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. The Depositary will retain the Holdback Amount in escrow pursuant to the terms of this Agreement and the Escrow Agreement and will, when required to pursuant the Escrow Agreement, release and deliver such funds to the former Holders of Spectra Shares and Eclipse Shares, and the holders of the Spectra Warrants, Spectra Options and 2001 Employee Bonus in the pro-rated amount calculated as set forth in Section 2.9(a) above with the applicable Withholding Taxes deducted and such applicable Withholding Taxes to be paid to the applicable Governmental Entity.
Release of Holdback Amount. (1) The Purchaser shall release and deliver the entire amount of the Holdback Amount to the Vendors on December 3, 2013 unless, prior to December 3, 2013, the Purchaser receives a Notice of Claim from DPS. DPS will promptly provide a copy of any such Notice of Claim to the Vendors.
(2) If the Purchaser receives a Notice of Claim from DPS with the time required in Section 2.6(1), the Purchaser shall continue to hold the Holdback Amount (or such lesser amount as is equal to the amount of Damages set out in the Notice of Claim) until such time as the Purchaser receives:
(a) a Joint Direction in accordance with this Section 2.6; or
(b) an order from the court having jurisdiction directing disbursement of the Holdback Amount.
(3) To the extent that the amount of Damages set out in the Notice of Claim is less than the Holdback Amount, the Purchaser shall release such amount not in dispute to the Vendors in accordance with Section 2.6(1).
Release of Holdback Amount. (i) No later than 11:59 p.m., Pacific time, on the date that is the fifth (5th) Business Day following the date on which the later of the Transition Services Agreements expires or is terminated in accordance with its terms (the “First Release Date”), Buyer shall pay the First Release Amount to Sellers in cash by wire transfer of immediately available funds to the account(s) specified by Sellers to Buyer. The “First Release Amount” means the amount equal to (A) TWENTY-FIVE MILLION DOLLARS ($25,000,000), minus (B) the sum of all Losses incurred or paid by the Buyer Indemnified Parties in the aggregate with respect to which the Buyer Indemnified Parties are entitled to indemnification pursuant to this Article V as of the First Release Date, minus (C) the sum of all Losses estimated in good faith to result from Outstanding Claims as of the First Release Date. “Outstanding Claims” means, as of the applicable date of determination, then-pending indemnification claims or demands for indemnification pursuant to this Article V. For the avoidance of doubt, if the First Release Amount is less than zero, then the First Release Amount shall be deemed to be zero.
Release of Holdback Amount. Parent shall deliver to the Paying Agent, for further distribution to the Stockholders as a portion of the Class B/C Merger Consideration as set forth in the Merger Consideration Schedule, (x) on the six (6) month anniversary of the Closing Date, an amount equal to the Holdback Amount, without interest, less any amounts by which the Holdback Amount has been claimed by Parent to satisfy any of the Stockholder Indemnifying Parties’ indemnification obligations with respect to Covered Claims pursuant to and in accordance with Section 10.03(b)(iii)(A)(2) on or prior to the date that is six (6) months after the Closing Date (the “Claim Deadline”) (y) if, following the Claim Deadline, there are multiple Covered Claims, upon satisfaction of any Covered Claim after the Claim Deadline, that portion of the Holdback Amount that is no longer subject to any remaining Covered Claims; and (z) twenty-four (24) months after the Closing Date (the “Release Date”), any portion of the Holdback Amount which has not already been disbursed to the Paying Agent in accordance with this Section 2.11, or disbursed in satisfaction of Covered Claims pursuant to and in accordance with Section 10.03(b)(iii)(A)(2).
Release of Holdback Amount. Subject to the terms of this Agreement, no later than eighteen (18) months after the Closing, Purchaser shall deliver to each Stockholder such Stockholder’s share, based on the Purchase Price Percentage set forth on Schedule 2.4(c), and Purchaser shall deliver to Company which shall deliver to each holder of Share Equivalents, the amount due to such holder based on the Purchase Price Percentage set forth on Schedule 2.4(c), of (a) the amount equal to the Holdback Amount less (i) any portion of such Holdback Amount previously credited by Purchaser in final resolution of claims under Article VII and (ii) an amount sufficient to satisfy any pending Claim pursuant to Article VII (an “Indemnification Claim”) made by any Purchaser Indemnitee pursuant to Section 7.4(a). Purchaser shall make such payments to each Stockholder, and Purchaser shall make such payments to Company which shall make such payments to each such holder, by wire transfer of immediately available funds to the bank account designated by such Seller or holder pursuant to Section 2.4(c). Promptly following final resolution of any such pending Indemnification Claims, any remaining Holdback Amount shall be paid by Purchaser to the Stockholders or to the Company which shall pay such holders as set forth in the preceding sentence.
Release of Holdback Amount. Upon each forfeiture of any portion of the Holdback Amount in accordance with the provisions of Sections 9.7(a), 9.7(b) or 9.7(c), that portion of the Holdback Amount shall immediately be released to Omneon and will thereafter no longer constitute part of the Contribution Value and the Shareholders thereafter will have no rights respecting or entitlement to receive the Omneon Shares constituting that portion of the Holdback Amount.
