Common use of Release of Holdback Amount Clause in Contracts

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 that a Final Tax Event has occurred) if the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 with respect to any payment by the Buyer of Taxes pursuant to the request of a Relevant PRC Tax Authority in connection with the Reporting Transactions and ancillary costs and expenses, the Buyer shall be entitled to set off against the Buyer’s obligation to the Seller with respect to the Holdback Amount (in either case whether any such liability or obligation is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. The Buyer’s right to set-off under this paragraph 6(C) shall be without prejudice to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by status, at common law or equity.

Release of Holdback Amount. The (a) Upon receipt by the Escrow Agent of joint written instructions of Purchaser and Parent directing the Escrow Agent to release the Holdback Amount or any portion thereof, the Escrow Agent shall be released deliver the specified amount, together with any interest accrued thereon in accordance with Section 3(d) below, to Purchaser and/or Parent, as follows:directed by such instructions. (Ab) 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 Following determination of the Selling Taxes arising hereunder in respect Closing Adjustment pursuant to Section 3.2 of the Seller Purchase Agreement, Purchaser or, if Purchaser has been accepted by not delivered the Seller or has become final Closing Date Schedule within sixty (60) days following the Closing Date, Seller, shall send a notice thereof (an “Adjustment Release Notice”) to Parent and non-appealable (such event, to the “Final Tax Event” and Escrow Agent specifying 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 to be released to Purchaser (the “Released Adjustment Funds”), if any (with the balance to be released to Parent). In the event Parent or Purchaser, as applicable, disputes Purchaser’s right to receive the Released Adjustment Funds specified in the Adjustment Release Notice, Parent or Purchaser, as applicable, shall, within one fifteen (115) week days of the receipt of the Adjustment Release Notice, send a notice of such duly issued instructionsdispute (a “Adjustment Dispute Notice”) to Purchaser or Parent, as applicable, and to the Escrow Agent, including, in the case of Parent, evidence that Parent timely has delivered a Dispute Notice regarding Purchaser’s calculation of the Closing Adjustment in accordance with Section 3.2 of the Purchase Agreement. (i) an amount equal to In the Final Tax Amountevent the Escrow Agent does not receive a timely Adjustment Dispute Notice, to it shall release the Relevant PRC Tax Authority (with a copy, certified as true by or on behalf specified portion of the Seller, Holdback Amount to Purchaser following the expiration of the Tax Payment Receipt to be delivered to the Buyer), and fifteen (15) day period. (ii) In the event the Escrow Agent receives a timely Adjustment Dispute Notice, it shall continue to hold the Released Adjustment Funds until it either receives the joint written instructions of Purchaser and Parent directing release of the Released Adjustment Funds or until it receives a court order, not subject to appeal, directing disposition of the Released Adjustment Funds. (c) [Purchaser may request one or more separate releases by the Escrow Agent of the Environmental Holdback Amount or a portion thereof (any such requested amount, the “Released Environmental Holdback Funds”) by requesting, pursuant to Section 2.9 of the Purchase Agreement, reimbursement for Remediation Costs by sending a notice thereof to Parent and the Escrow Agent that specifies the amount of the Environmental Holdback Funds to be released to Purchaser (a “Remediation Release Request”). In the event Parent objects to Purchaser’s request for release of the Released Environmental Holdback Funds, Parent shall, within ten (10) Business Days of the receipt of the Remediation Release Request, send a notice of such dispute (a “Remediation Dispute Notice”) to Purchaser and to the Escrow Agent, which Remediation Dispute Notice shall specify the amount of the Released Environmental Holdback Funds to which Seller objects. (i) In the event the Escrow Agent does not receive a timely Remediation Dispute Notice specifying an amount to which Parent objects, the Escrow Agent shall release to Purchaser the Released Environmental Holdback Funds set forth in the Environmental Holdback Release Notice on the fifteenth (15th) Business Day after the date of the initial reimbursement request. (ii) In the event the Escrow Agent receives a timely Remediation Dispute Notice, the Escrow Agent shall release to the Purchaser the portion of the Released Environmental Holdback Funds to which Parent has not objected and shall continue to hold the balance of the Released Environmental Holdback Funds until it either receives the joint written instructions of Purchaser and Parent directing release of such portion of the Released Environmental Holdback Funds or until it receives a court order, not subject to appeal, directing disposition of such portion of the Released Environmental Holdback Funds. (iii) Upon receipt of notice from Purchaser directing the Escrow Agent to disburse to Parent the remaining balance, if any, of the Environmental Holdback Amount, the Escrow Agent shall within five (5) Business Days release to Parent the remaining balance, if any, of the Environmental Holdback Amount, in accordance with Section 2.9(c) of the Purchase Agreement. A Remediation Dispute Notice shall apply only to the SellerEnvironmental Holdback Release Notice in response to which it is given and shall not restrict the release of any Environmental Holdback Funds that are the subject of a subsequent Environmental Holdback Release Notice, except to the extent that Parent sends a timely Remediation Dispute Notice with respect thereto.] 2/ (Bd) 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 Interest accrued on the Holdback Amount shall be released to the Seller within one (1) week of such duly issued instructions. For Purchaser and/or Parent, as applicable, pro rata in proportion to 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 portion of the Relevant PRC Tax Authority confirming that the Seller is not required Holdback Amount being released 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 each 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 party pursuant to this sub-paragraph 6(B)(ii) shall be reasonably acceptable to each of the Buyer Section 3 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 that a Final Tax Event has occurred) if the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 with respect to any payment by the Buyer of Taxes pursuant to the request of a Relevant PRC Tax Authority in connection simultaneously with the Reporting Transactions and ancillary costs and expenses, the Buyer shall be entitled to set off against the Buyer’s obligation to the Seller with respect to the Holdback Amount (in either case whether any such liability or obligation is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. The Buyer’s right to set-off under this paragraph 6(C) shall be without prejudice to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by status, at common law or equityrelease thereof.

Release of Holdback Amount. The With respect to any lot of Contrave Holdback Amount shall 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 released as follows: (A) If the Seller has been requested unreasonably withheld 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 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 has (or Seller’s distribution partner in Canada), that the Release Condition shall have been accepted by deemed satisfied as set forth below. Within five (5) Business Days following the Seller or has become final and non-appealable (such eventsatisfaction of the Release Condition with respect to any lot of Contrave Holdback Bottles, the “Final Tax Event” and Purchaser shall release 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 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 Contrave Holdback Bottles, the Purchaser notifies the Holdback Release Payee in writing that it has determined, in good faith and in consultation with the Holdback Release Payee, that one or more Contrave Holdback Bottle in any lot does not satisfy the Release Condition, the Purchaser shall have the right to hold back the full amount of the Holdback Amount allocated to that lot as set forth on Schedule A hereto for a period not to exceed twenty-one (121) week days (the “Inspection Period”) from the date of receipt of such duly issued instructionscertificate of disposition; provided, (i) an amount equal however, that if the Purchaser fails to timely provide the Holdback Release Payee with such written notice, the Holdback Amount allocated to that lot as set forth on Schedule A hereto shall be promptly delivered to the Final Tax Amount, Holdback Release Payee without setoff or deduction. Prior to the Relevant PRC Tax Authority (with a copy, certified as true by or on behalf conclusion of the SellerInspection Period, the Purchaser shall notify the Holdback Release Payee in writing of its determination, made in good faith and in consultation with the Holdback Release Payee, of the Tax Payment Receipt portion of the Holdback Amount allocated to be delivered to the Buyerthat lot (as set forth on Schedule A hereto), and (ii) the remaining balanceit believes it is entitled to retain, if any, by reason of (x) the failure of any Contrave Holdback Bottles to meet the Seller. Release Condition or (By) If the Seller receives confirmation from the Relevant PRC Tax Authority that the Seller is not required to pay claims for indemnification under Section 8.1 hereof whether in respect of such lot or otherwise, and any Selling Taxes, the Seller shall be entitled to instruct the Buyer, accompanied by acceptable evidence relating thereto, to release excess of the Holdback Amount allocated to that lot over the portion so identified as to be retained by Purchaser with respect to such lot shall promptly be paid to the Seller within one Holdback Release Payee; provided, however, to the extent the Purchaser retains any portion of the Holdback Amount in accordance with this provision, it shall provide the Holdback Release Payee with a written notice not less than every thirty (130) week days certifying that that it is still entitled to retain such portion of the Holdback Amount by reason of (x) the continuing failure of any Contrave Holdback Bottles to meet the Release Condition or (y) for claims for indemnification under Section 8.1; provided, further, however, that to the extent that at any time the amount held back under clause (y) by the Purchaser exceeds the total amount of the then-pending and unpaid indemnification claims by the Purchaser, whether in respect of such duly issued instructions. For lot or otherwise, such excess shall promptly be paid to the purpose for this paragraph 6(B)Holdback Release Payee and provided, further, that if there are no longer any pending and unpaid indemnification claims by the Purchaser, the following entire Holdback Amount, if any, remaining after Purchaser’s retention of amounts which it is entitled to retain hereunder on account of Contrave Holdback Bottles that fail to meet the Release Condition and payment of any valid indemnification claims shall promptly be acceptable evidence of confirmation by paid to the Relevant PRC Tax Authority that Holdback Release Payee. Notwithstanding anything to 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 thereofcontrary in this Agreement, 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 that a Final Tax Event has occurred) if the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 with respect to any payment by lots, or portion of lots, for which there are Contrave Holdback Bottles that are not in the Buyer possession and control of Taxes pursuant the Seller (or Seller’s distribution partner in Canada), and thus cannot be inspected, such Contrave Holdback Bottles shall be deemed to meet the Release Condition if, on the 45th day after Closing, such Contrave Holdback Bottles are not subject to a field alert (or similar action in Canada), and are not and have not been subject to a recall, withdrawal or similar action . Without limiting any provisions of the APA or Sale Order, to the request extent the Purchaser and Holdback Release Payee cannot, following good faith negotiations, resolve a dispute concerning the disposition of a Relevant PRC Tax Authority in connection with any portion of the Reporting Transactions and ancillary costs and expensesHoldback Amount, such dispute shall be promptly submitted to the Bankruptcy Court for resolution. In addition, if Patheon has replaced at no cost to the Purchaser, or paid or credited the Purchaser for, or if the Purchaser is reimbursed for its Damages by insurance policies for, any Contrave Holdback Bottle, the Buyer Purchaser shall be entitled to set off against the Buyer’s obligation to the Seller with respect to release a portion of the Holdback Amount (or, in either the case whether any where the Bottle Value for such liability Contrave Holdback Bottle has been retained by the Purchaser pursuant to the preceding sentence, the Purchaser shall pay to the Seller an amount) equal to (x) the amount of payment actually received by Purchaser from Patheon for such Contrave Holdback Bottle, (y) the amount of insurance proceeds actually received by Purchaser from insurers pursuant to Section 5.21(b) solely to the extent allocated to the value of such Contrave Holdback Bottle or obligation is present lot of Contrave Holdback Bottles or future(z) $6.95 for each such Contrave Holdback Bottle in the case of replacement by Patheon, liquidated or unliquidated and irrespective as applicable, to the Holdback Release Payee within five (5) Business Days after the date such event occurs. For the purposes of determining the “Holdback Release Payee” for payment of a distribution under this Section 2.13, the date of each such distribution of a portion of the currency of its denomination) and may for such purpose convert or exchange any currency. The Buyer’s right Holdback Amount pursuant to set-off under this paragraph 6(C) Section 2.13 shall be without prejudice deemed a “Holdback Release Date”. g. Section 5.16 of the Agreement is hereby amended and restated in its entirety to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by status, at common law or equity.read as follows:

Release of Holdback Amount. The (i) Buyer hereby agrees that, subject to the limitations set forth in Section 7(f), with respect to any indemnification claim asserted under Section 7(a), Buyer shall first recover from the Holdback Amount, if any amount is then remaining of the Holdback Amount, before seeking to recover directly from Seller. Any Holdback Amount shall be released as follows:to Seller or Buyer on the terms provided below. (Aii) If Not more than five (5) Business Days after final resolution of any claim for indemnification under Section 7(a) hereof, Buyer shall deliver to Seller a certificate (an “Indemnification Holdback Certificate”) notifying Seller that Buyer is taking as payment from the Holdback Amount an amount (if any) equal to any portion of such claim that is resolved in the Buyer’s favor. (iii) No later than the date that is twelve (12) months following the Closing Date (or if such date is not a Business Day, on the first Business Day following such date) (the “Release Date”), Buyer shall deliver to Seller a certificate (the “Pending Claims Certificate”) identifying each then outstanding claim for indemnification under Section 7(a) with respect to which appropriate notice 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 provided under this Section 7 (such event, the “Final Tax Event” Outstanding Claims”) together with the Buyer’s good faith and reasonable estimate of the amount of such TaxesOutstanding Claims (including the unresolved portion of any claims previously referenced in an Indemnification Holdback Certificate delivered in accordance with subparagraph (ii) above) and indicating delivery by Buyer to Seller an amount equal to (a) the amount remaining of the Holdback Amount, minus (b) the “Final Tax Amount”aggregate amount of such identified Outstanding Claims (if any). (iv) After the Release Date, not more than five (5) Business Days after final resolution of each Outstanding Claim, Buyer shall deliver to Seller an Indemnification Holdback Certificate notifying Seller (i) that Buyer is taking as payment an amount (if any) equal to any portion of such Outstanding Claim that has been resolved in Buyer’s favor and that has not yet been paid to Buyer and (ii) that Buyer is to pay to Seller an amount (if any) equal to the Seller shall be entitled to instruct the Buyer, accompanied by reasonable supporting evidence relating thereto, to release, out remaining balance of the Holdback Amount within one (1) week less any amounts required to be retained to cover continuing Outstanding Claims identified on the Pending Claims Certificate. Buyer shall periodically update the status of such duly issued instructionsthe Outstanding Claims included on the Pending Claims Certificate and shall revise and modify, (i) an amount equal prior to the Final Tax Amountfinal resolution of any single Outstanding Claim, its notifications to Seller of any increase or reduction in the amount of each Outstanding Claim and pay any applicable available amounts to Seller, to the Relevant PRC Tax Authority (with a copy, certified as true by or on behalf extent of the Seller, of the Tax Payment Receipt to be delivered to the Buyer), changed facts and (ii) the remaining balance, if any, to the Sellercircumstances. (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 that a Final Tax Event has occurred) if the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 with respect to any payment by the Buyer of Taxes pursuant to the request of a Relevant PRC Tax Authority in connection with the Reporting Transactions and ancillary costs and expenses, the Buyer shall be entitled to set off against the Buyer’s obligation to the Seller with respect to the Holdback Amount (in either case whether any such liability or obligation is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. The Buyer’s right to set-off under this paragraph 6(C) shall be without prejudice to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by status, at common law or equity.

Release of Holdback Amount. The Holdback Amount shall be released as follows: (A) If On or prior to the Seller has been requested by six month anniversary of the Relevant PRC Tax Authority Closing Date (the "HOLDBACK RELEASE DATE"), Buyer shall review the Net Unbilled Accounts Receivable in order to pay determine whether any Selling Taxesof the Net Unbilled Accounts Receivable as determined in accordance with the Accounting Methodologies and without regard to any act, then, at any time omission or event occurring after the Relevant PRC Tax Authority’s assessment Closing (provided, that, an event which arises due to a pre-Closing act, omission or event but only becomes known after Closing shall not automatically be deemed to occur after the Closing), were overstated. No later than the Holdback Release Date, Buyer shall notify Seller in writing of its revised calculation of the Selling Taxes arising hereunder in respect Net Unbilled Accounts Receivable (the "REVISED NET UNBILLED ACCOUNTS RECEIVABLE"), together with a written description of the Seller has been accepted by reasons for any change from the Seller or has become final and nonmutually-appealable (such eventagreed upon Net Unbilled Accounts Receivable pursuant to Section 1.2(b)(ii) or, the “Final Tax Event” and if there was an Unresolved Dispute, from the amount of such Taxes, the “Final Tax Amount”), the Seller shall be entitled to instruct set forth in 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's Calculation. (B) If Seller agrees in writing to Buyer's Revised Net Unbilled Accounts Receivable or fails to deliver an objection in writing to Buyer within thirty (30) days after receipt of Buyer's calculation of Revised Net Unbilled Accounts Receivable (the "HOLDBACK REVIEW PERIOD"), Buyer's calculation of Revised Net Unbilled Accounts Receivable shall be deemed binding on the parties. If Seller receives confirmation from objects in writing within the Relevant PRC Tax Authority that Holdback Review Period, Seller and Buyer shall use good faith efforts to reach agreement on the Seller is not required final calculation of Revised Net Unbilled Accounts Receivable in accordance with the Accounting Methodologies. (C) If the parties are unable to pay any Selling Taxesreach agreement within thirty (30) days after the end of the Holdback Review Period, the parties shall submit the dispute to a nationally-recognized, "big four" accounting firm reasonably acceptable to Seller and Buyer (the "INDEPENDENT ACCOUNTANT"). The Independent Accountant shall be entitled instructed to instruct render its decision in accordance with the terms hereof and the Accounting Methodologies in order to determine the Net Unbilled Accounts Receivable as at the Closing Date, without regard to any act, omission or event occurring after the Closing (provided, that, an event which arises due to a 10 pre-Closing act, omission or event but only becomes known after Closing shall not automatically be deemed to occur after the Closing). The determination of the Independent Accountant shall be final and binding on the parties and shall not be subject to dispute, appeal, litigation, or challenge for any reason. The determination of the Independent Accountant for any item in dispute cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item by Seller or the Buyer, accompanied as the case may be. One half of the total cost of determination by acceptable evidence relating theretothe Independent Accountant shall be paid by Seller and one half by the Buyer. Not later than thirty (30) days after the engagement of the Independent Accountant (as evidenced by its written acceptance by facsimile or otherwise to the parties), the parties shall submit simultaneous briefs to release the Independent Accountant (with a copy to the other parties) setting forth their respective positions regarding the issues in dispute, and not later than thirty (30) days after the submission of such briefs the parties shall submit simultaneous reply briefs (with a copy to the other parties). The Independent Accountant shall render its decision resolving the dispute within thirty (30) days after submission of the reply briefs. If additional briefing, a hearing, or other information is required by the Independent Accountant, the Independent Accountant shall give notice thereof to the parties as soon as practicable before the expiration of such thirty (30) day period, and the parties shall promptly respond with a view to minimizing any delay in the decision date. The finally determined Net Unbilled Accounts Receivable, whether determined pursuant to subsection (B) above or this subsection (C) shall be deemed the "FINAL NET UNBILLED ACCOUNTS RECEIVABLE." (D) If Seller and Buyer mutually agreed on the Net Unbilled Accounts Receivable at Closing pursuant to Section 1.2(b)(ii), upon final determination of the Final Net Unbilled Accounts Receivable, Buyer shall pay to Seller the Holdback Amount, less: (x) any Billed Accounts Receivable not collected by Buyer (or by Seller and remitted to Buyer) (y) if the Final Net Unbilled Accounts Receivable is less than the Net Unbilled Accounts Receivable mutually-agreed upon at Closing by more than $50,000 (the "SHORTFALL"), the amount of such Shortfall. If the Holdback Amount is less than the sum of (x) the uncollected (and unremitted to Buyer) Billed Accounts Receivable and (y) the Shortfall, Seller within one shall pay to Buyer the difference. (E) If there is an Unresolved Dispute, upon final determination of the Final Net Unbilled Accounts Receivable, Buyer shall pay to Seller the Holdback Amount, and (1) week if the sum of such duly issued instructionsthe collected (and remitted to Buyer) Billed Accounts Receivable and the Final Net Unbilled Accounts Receivable (the "FINAL RECEIVABLES") equals the Target Realized Accounts Receivable, no payment other than the Holdback Amount will be made. (2) if the amount of the Final Receivables is less than the Target Realized Accounts Receivable by more than $50,000, Buyer shall subtract the difference between the Final Receivables and the Target Realized Accounts Receivable from its payment to Seller under this subsection (E). For If the purpose for Holdback Amount is less than the difference between the Target Realized Accounts Receivable and the Final Receivables, Seller shall pay to Buyer the shortfall. (3) if the amount of the Final Receivables is greater than the Target Realized Accounts Receivable by more than $50,000, Buyer shall increase its payment to Seller under this subsection (E) by the difference between the Final Receivables and the Target Realized Accounts Receivable. (F) All payments under 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)(iiiv) shall be reasonably acceptable to each made within five (5) business days after the final determination of the Buyer Unbilled Accounts Receivable by wire transfer in immediately available funds to an account designated in advance by the payee and shall include interest from the SellerClosing Date through date of payment at a rate equal to the London Interbank Offer Rate for six month U.S. dollar deposits as published in the Wall Street Journal on the Closing Date. (iG) If Buyer shall use commercially reasonable efforts to collect all of the Realized Accounts Receivable from Assumed Contracts, and Seller is liable shall use commercially reasonable efforts to indemnify collect, and promptly remit to Buyer, all of the Buyer under paragraph 5(B) of this Schedule 1 or (ii) (save in Realized Accounts Receivable from Retained OTS Contracts. In the event that a Final Tax Event has occurred) if Buyer fails to collect on any Billed Accounts Receivable arising from Assumed Contracts on or before the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 with respect to any payment by the Buyer of Taxes pursuant to the request of a Relevant PRC Tax Authority in connection with the Reporting Transactions and ancillary costs and expensesHoldback Release Date, the Buyer shall be entitled to set off against the Buyer’s obligation to the Seller with respect to the Holdback Amount (in either case whether any such liability or obligation is present or future, liquidated or unliquidated and irrespective of the currency assign all of its denomination) rights in and may for to such purpose convert or exchange any currency. The Buyer’s right uncollected amounts to set-off under this paragraph 6(C) shall be without prejudice to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by statusSeller and Buyer shall, at common law Seller's request, execute and deliver such further documentation or equityinstruments necessary to effect and demonstrate such assignment.

Release of Holdback Amount. The 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 shall be released as follows: an amount equivalent to (A) If the Seller has been requested 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 Relevant PRC Tax Authority Buyer Indemnified Parties pursuant 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 Section 7.2 (such event, amounts relating to such unresolved claims are collectively referred to as the “Final Tax Event” and the amount of such Taxes, the “Final Tax AmountUnresolved Portion”), by wire transfer of immediately available funds to an account specified by Seller. At all times prior to the Seller release of any remaining Holdback Amount, Buyer shall be entitled to instruct 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, accompanied by reasonable supporting evidence relating theretoand the Parties are unable to resolve such dispute consensually, a Party may submit such dispute to release, out the Chosen Courts. 7.8.2 If there is an Unresolved Portion of the Holdback Amount within one (1) week as of such duly issued instructionsthe Holdback Release Date, (i) an amount equal Buyer shall continue to retain the Unresolved Portion from and after the Holdback Release Date until the final resolution of the claims giving rise to the Final Tax AmountUnresolved Portion, and following the final resolution in accordance with the terms of this Agreement of all such claims and the retention by Buyer of all amounts from the Unresolved Portion payable to the Relevant PRC Tax Authority (Buyer Indemnified Parties with a copyrespect to such claims, certified as true by or on behalf of the Seller, of the Tax Payment Receipt Buyer shall pay to be delivered to the Buyer), and (ii) Seller the remaining balance, if any, of the Unresolved Portion, by wire transfer of immediately available funds to the an account specified by 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 that a Final Tax Event has occurred) if the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 with respect to any payment by the Buyer of Taxes pursuant to the request of a Relevant PRC Tax Authority in connection with the Reporting Transactions and ancillary costs and expenses, the Buyer shall be entitled to set off against the Buyer’s obligation to the Seller with respect to the Holdback Amount (in either case whether any such liability or obligation is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. The Buyer’s right to set-off under this paragraph 6(C) shall be without prejudice to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by status, at common law or equity.

Release of Holdback Amount. (a) The Holdback Amount shall be released serve as follows: collateral to secure the indemnification obligations of Sellers pursuant to Article 10 of this Agreement from Closing until 11:59 p.m. Colorado time on the date that is fifteen (A15) If months following the Seller has been requested Closing (the "RELEASE DATE"), or such later date as provided in Section 2.3(b) and the payment to the Sellers of the remaining part of the Purchase Price, if any, at the expiry of the Release Date. Interest shall accrue on the Holdback Amount at the interest rate granted from time to time by the Relevant PRC Tax Authority to pay any Selling Taxes, then, at any time after the Relevant PRC Tax Authority’s assessment Escrow Agent for deposits of the Selling Taxes arising hereunder same nature and length as the amount on escrow and as set out in respect the Escrow Agreement. No portion (nor all) of the Holdback Amount, nor any beneficial interest therein, may be pledged, subjected to any Encumbrance, sold, assigned or transferred by Buyer or by any Seller, or be taken or reached by any legal or equitable process in satisfaction of any debt or other Liability of Buyer or any Seller, prior to the disbursement of the Holdback Amount to Buyer or to any Seller has been accepted by the Seller or has become final and non-appealable (such eventin accordance with Section 2.3(b) below, the “Final Tax Event” and the amount of such Taxes, the “Final Tax Amount”), the Seller except that Sellers shall be entitled to instruct assign their rights to the BuyerHoldback Amount by will, accompanied by reasonable supporting evidence relating theretothe laws of intestacy or by other operation of law. (b) Within five (5) Business Days following the Release Date, the Escrow Agent will disburse to releaseeach Seller, out in accordance with the wire transfer instructions for each Seller specified on Exhibit A, such Seller's Pro Rata Share of the Holdback Amount within one (1) week in excess of such duly issued instructions, that portion of the Holdback Amount that (i) an amount equal has been released to the Final Tax AmountBuyer in satisfaction of previously resolved claims in accordance with Article 10 of this Agreement, and/or (ii) is necessary to the Relevant PRC Tax Authority (with a copy, certified as true by satisfy all unsatisfied or on behalf disputed claims specified in any notice of the Seller, of the Tax Payment Receipt to be Claim delivered to the Buyer), and (ii) the remaining balance, if any, Sellers with a copy to the Seller. (B) If Escrow Agent prior to the Seller receives confirmation from the Relevant PRC Tax Authority that the Seller is not Release Date and pursued by legal action, both as required to pay any Selling Taxes, the under Article 10 of this Agreement. Together with such disbursement each Seller shall be entitled to instruct receive such Seller's Pro Rata Share of interest accrued on the Buyer, accompanied by acceptable evidence relating thereto, to release released part of the Holdback Amount. Any portion of the Holdback Amount to held following 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 that a Final Tax Event has occurred) if the Seller is liable to indemnify the Buyer under paragraph 5(A) of this Schedule 1 Release Date with respect to any payment by pending but unresolved Claims that is not awarded to Buyer upon the Buyer resolution of Taxes pursuant such Claims shall be disbursed to the request Sellers within five (5) Business Days following resolution of a Relevant PRC Tax Authority in connection with the Reporting Transactions and ancillary costs and expenses, the Buyer shall be entitled to set off against the Buyer’s obligation to the Seller with respect to the Holdback Amount (in either case whether any such liability or obligation is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may for such purpose convert or exchange any currency. The Buyer’s right to set-off under this paragraph 6(C) shall be without prejudice to any other right of set-off, abatement or deduction available to the Buyers whether under this Agreement or by status, at common law or equityClaims.

Release of Holdback Amount. The (a) On any date on which the Holdback Amount shall be released as follows: (A) If the Seller has been requested by the Relevant PRC Tax Authority is greater than US$0 that any Outstanding Claim is finally determined to pay any Selling Taxes, then, at any time after the Relevant PRC Tax Authority’s assessment of the Selling Taxes arising hereunder result in respect an obligation of the Seller has been accepted by to pay to a Buyer Indemnitee any amount pursuant to the Seller or has become final and non-appealable (such eventSeller's indemnification obligations set forth in Article XII, the “Final Tax Event” and the amount of such Taxes, the “Final Tax Amount”), the Seller Buyer shall be entitled to, and agrees that in lieu of its rights to instruct the Buyerpayment and setoff pursuant to Section 12.5 it shall, accompanied by reasonable supporting evidence relating thereto, to release, out (i) retain an amount of the Holdback Amount within one (1) week of such duly issued instructions, (i) an amount equal to the Final Tax Amount, aggregate amount of such obligation and all Pending Indemnification Obligations to which 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 Buyer 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 payment under Article XII in full satisfaction of such duly issued instructions. For the purpose for this paragraph 6(B)obligation and such Pending Indemnification Obligations, 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 that a Final Tax Event has occurred) if the Seller Holdback Amount as of such date is liable less than the aggregate amount of such obligation and all Pending Indemnification Obligations to indemnify which the Buyer is entitled to payment under paragraph 5(A) of this Schedule 1 with respect to any payment by the Buyer of Taxes pursuant to the request of a Relevant PRC Tax Authority in connection with the Reporting Transactions and ancillary costs and expensesArticle XII, the Buyer shall be entitled to set off against retain the Buyer’s Holdback Amount in partial satisfaction of such obligation and such Pending Indemnification Obligations. (b) Prior to the Purchase Price Adjustment Date, on the third Business Day following any date on which the Holdback Amount exceeds the sum of the Remaining VAT Holdback Amount, the Purchase Price Adjustment Holdback Amount, the Indemnity Holdback Amount, the aggregate amount of all Outstanding Claims as of such date and the aggregate amount of all Pending Indemnification Obligations as of such date, the Buyer shall pay to Seller a Holdback Payment equal to the amount by which the Holdback Amount on such date exceeds the sum of the Remaining VAT Holdback Amount on such date, the Purchase Price Adjustment Holdback Amount, the Indemnity Holdback Amount, the aggregate amount of all Outstanding Claims as of such date and the aggregate amount of all Pending Indemnification Obligations as of such date, by wire transfer of immediately available funds to an account specified in writing by the Seller. (c) On the third Business Day following the Purchase Price Adjustment Date: (i) If the Purchase Price Adjustment is an amount due to the Seller, (A) the Buyer will pay to the Seller an amount equal to the amount, if any, by which the sum of the Purchase Price Adjustment and the Holdback Amount on the Purchase Price Adjustment Date exceeds the sum of the Remaining VAT Refund Amount on the Purchase Price Adjustment Date, the Indemnity Holdback Amount, the aggregate amount of all Outstanding Claims as of the Purchase Price Adjustment Date and the aggregate amount of all Pending Indemnification Obligations as of the Purchase Price Adjustment Date, by wire transfer of immediately available funds to an account specified in writing by the Seller, and (B) the amount, if any, by which the Purchase Price Adjustment exceeds the amount paid pursuant to clause (1) above will be added to the Holdback Amount; and (ii) if the Purchase Price Adjustment is an amount due to the Buyer (A) If the Purchase Price Adjustment is less than or equal to the lesser of the Purchase Price Adjustment Holdback Amount and the Holdback Amount, the Buyer shall retain from the Holdback Amount an amount equal to the Purchase Price Adjustment in full satisfaction of the Purchase Price Adjustment; and (B) If the Purchase Price Adjustment is greater than the lesser of the Purchase Price Adjustment Holdback Amount and the Holdback Amount, (x) the Buyer shall retain the lesser of the Purchase Price Adjustment Holdback Amount and the Holdback Amount in partial satisfaction of the Purchase Price Adjustment, and (y) the Seller shall pay to the Buyer an amount equal to the Purchase Price Adjustment less the lesser of the Purchase Price Adjustment Holdback Amount and the Holdback Amount by wire transfer of immediately available funds to an account specified in writing by the Buyer. (d) After the third Business Day following the Purchase Price Adjustment Date and on or prior to the first anniversary of the Closing Date, on the third Business Day following any date on which the Holdback Amount exceeds the sum of the Remaining VAT Refund Amount on such date, the Indemnity Holdback Amount, the aggregate amount of all Outstanding Claims as of such date and the aggregate amount of all Pending Indemnification Obligations as of such date, the Buyer shall pay to Seller (A) a Holdback Payment equal to the amount by which the Holdback Amount on such date exceeds the sum of the Remaining VAT Refund Amount on such date, the Indemnity Holdback Amount, the aggregate amount of all Outstanding Claims as of such date and the aggregate amount of all Pending Indemnification Obligations as of such date, plus (B) interest on the amount of such Holdback Payment (determined with respect to each VAT Refund or portion thereof funding such Holdback Payment from and including the respective VAT Refund Date to but excluding the date of such Holdback Payment) at the Interest Rate, by wire transfer of immediately available funds to an account specified in writing by the Seller. (e) On the first anniversary of the Closing Date and on each Business Day thereafter on which the Holdback Amount is greater than US$0, the Buyer shall pay to Seller (i) a Holdback Payment equal to the Holdback Amount on such Business Day less the aggregate amount of all Outstanding Claims and the aggregate amount of all Pending Indemnification Obligations on such Business Day (in either case whether the "Remaining Holdback"); provided that if all or any such liability or obligation is present or future, liquidated or unliquidated and irrespective portion of the currency Outstanding Claims or Pending Indemnification Obligations on such Business Day arise solely from indemnification pursuant to Section 12.2(a)(i), 12.2(a)(ii)(A) or 12.2(b), such portion of its denomination) the Outstanding Claims and may for such purpose convert or exchange any currency. The Buyer’s right to set-off under this paragraph 6(C) Pending Indemnification Obligations shall be without prejudice to any other right of set-off, abatement or deduction available included in the Remaining Holdback only to the Buyers whether extent that such Outstanding Claims and Pending Indemnification Obligations, if resolved in favor of the Buyer, would result in a payment obligation under Section 12.7(b)(ii), plus (ii) interest on the amount of such Holdback Payment (determined with respect to each VAT Refund or portion thereof funding such Holdback Payment (if any) from and including the respective VAT Refund Date to but excluding the date of such Holdback Payment) at the Interest Rate, by wire transfer of immediately available funds to an account specified in writing by the Seller. (f) In determining the amount of any interest payments to be made pursuant to this Agreement Section 2.10, each Holdback Payment with respect to which such interest is due shall be deemed to be funded by VAT Refunds and such VAT Refunds or portions thereof shall be deemed applied against Holdback Payments in the inverse order of receipt by statusthe Buyer; provided that to the extent that any Holdback Payment, when added to the aggregate amount of all Holdback Payments made to and including such date, exceeds the Initial Holdback Amount, the amount of such excess shall bear interest at common law or equitythe Interest Rate from and including the Purchase Price Adjustment Date to but excluding the date of such Holdback Payment.