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Common use of Release of Retention Clause in Contracts

Release of Retention. (a) Any part of the Retention which remains after any applications under Clause 4.2 shall be released to the Sellers on the date falling: (i) 3 months following the first date of commercial sale of the New Product in France, except where there is an outstanding injunction (or written threat of injunction or similar relief which has a reasonable prospect of being enforced or awarded) in relation to the New Product; or (ii) 2 years following the Closing Date, whichever occurs first. (b) Where the Buyer has notified to the Sellers any Claim within the time period referred to in Clause 4.3(a), and such Claim has not been determined or lapsed under the provisions of this Agreement (including Clause 9.4) or the Tax Deed, there shall be retained with the Escrow Agent, on the terms of the Escrow Agreement, such amount of the then remaining amount of the Retention, as the Buyer, acting reasonably, considers necessary to satisfy such Claim pending the determination thereof, and Clause 4.2 shall continue to apply in relation to the amount so retained. Any balance of the Retention remaining after the determination of the last such Claim to be determined shall be released to the Sellers upon such determination.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Watson Pharmaceuticals Inc), Stock Purchase Agreement (Watson Pharmaceuticals Inc), Stock Purchase Agreement (Watson Pharmaceuticals Inc)

Release of Retention. (a) Any part of the Retention which remains after any applications under Clause 4.2 shall be released to the Sellers on the date falling:: 12 (i) 3 months following the first date of commercial sale of the New Product in France, except where there is an outstanding injunction (or written threat of injunction or similar relief which has a reasonable prospect of being enforced or awarded) in relation to the New Product; or (ii) 2 years following the Closing Date, whichever occurs first. (b) Where the Buyer has notified to the Sellers any Claim within the time period referred to in Clause 4.3(a), and such Claim has not been determined or lapsed under the provisions of this Agreement (including Clause 9.4) or the Tax Deed, there shall be retained with the Escrow Agent, on the terms of the Escrow Agreement, such amount of the then remaining amount of the Retention, as the Buyer, acting reasonably, considers necessary to satisfy such Claim pending the determination thereof, and Clause 4.2 shall continue to apply in relation to the amount so retained. Any balance of the Retention remaining after the determination of the last such Claim to be determined shall be released to the Sellers upon such determination.

Appears in 1 contract

Samples: Acquisition Agreement