Common use of Release of the Holdback Amount Clause in Contracts

Release of the Holdback Amount. (a) If a Purchaser Indemnitee provides notice in accordance with Section 8.5 to an Indemnifying Party of a Claim for indemnification pursuant to Article VIII prior to the date that is eighteen months from the Closing Date (the “Final Release Date”), the validity and amount of Losses of which is either agreed to by the Indemnifying Party and the Indemnified Party, or is finally determined by a court of competent jurisdiction in accordance with Section 10.11, the Purchaser will retain a portion of the Holdback Amount owing to such Purchaser Indemnitee, and the Parent Shares representing such portion of the Holdback Amount shall be cancelled without consideration, equal to the agreed to or finally determined amount of Losses of such Claim against such Purchaser Indemnitee (with the value of such Parent Shares to be cancelled to be based on the Deemed Value). (a) (b) Within five (5) Business Days following the date that is twelve (12) months from the Closing Date (the “Release Date”), if the balance of the Holdback Amount (the “Holdback Balance”) equals or exceeds ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value) after deducting from the Holdback Amount: (i) all amounts as that have been or are, as of the Release Date, to be retained and paid to a Purchaser Indemnitee claimant pursuant to Section 2.6(ab) above, below; and (ii) the amountsamount of the Losses that are the subject of a pending indemnification ClaimClaims pursuant to Article VIII for which notice has been delivered in accordance with Section 8.5 to the Indemnifying Party (each claim referred to in this clause (ii), a “Pending Claim”) prior to the Release Date, the balance of Parent shall cause the Holdback Amount (the “Holdback Balance”) equals or exceedsLegend (as defined below) to be removed from Holdback Shares in an amount equal to ten percent (10%) of the value of the Purchase Price, (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value, in the form of Parent Shares, the Purchaser shall pay ) and for such Holdback Shares to be released to the applicable Vendors in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares. If, as of the Release Date, the Holdback Balance is less than ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value), no portion of the Holdback Amount will be payablereleased to the applicable Vendors, and the Holdback AmountBalance will be released, as applicable, on the Final Release Date in accordance with Section 2.6(d) or Section 2.6(e) below. (c) Upon resolution of each Pending Claim outstanding as of the Release Date, the PurchaserParent shall be entitled to retain the portion of the Holdback Amount, if any, to which the Indemnified Party is entitled in accordance with theto as either agreed upon or as finally determined amountby a court of such Pending Claim, if anycompetent jurisdiction, and if in the event that (i) no amount was paidreleased to the Vendors pursuant to Section 2.6(ba) above and (ii) upon final resolution of each Pending Claim, the Holdback Balance equals or exceeds ten percent (10%) of the value of the Purchase Price, the PurchaserParent shall, within five (5) Business Days following the final resolution of each such Pending Claim, payrelease to the applicable Vendors ten percent (10%) of the value of the Purchase Price in the form of Holdback Shares in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares.

Release of the Holdback Amount. (a) If a Purchaser Indemnitee provides notice in accordance with Section 8.5 to an Indemnifying Party of a Claim for indemnification pursuant to Article VIII prior to the date that is eighteen months from the Closing Date (the “Final Release Date”), the validity and amount of Losses of which is either agreed to by the Indemnifying Party and the Indemnified Party, or is finally determined by a court of competent jurisdiction in accordance with Section 10.11, the Purchaser will retain a portion of the Holdback Amount owing to such Purchaser Indemnitee, and the Parent Shares representing such portion of the Holdback Amount shall be cancelled without consideration, equal to the agreed to or finally determined amount of Losses of such Claim against such Purchaser Indemnitee (with the value of such Parent Shares to be cancelled to be based on the Deemed Value). (a) (b) Within five (5) Business Days following the date that is twelve (12) months from the Closing Date (the “Release Date”), if the balance of the Holdback Amount (the “Holdback Balance”) equals or exceeds ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value) after deducting from the Holdback Amount: Amount (i) all amounts as that have been or are, as of the Release Date, to be retained and paid to a Purchaser Indemnitee claimant pursuant to Section 2.6(ab2.6(a) above, below; and (ii) the amountsamount amounts of the Losses that are the subject of a pending indemnification ClaimClaims Claim pursuant to Article VIII for which notice has been delivered in accordance with Section 8.5 to the Indemnifying Party (each claim referred to in this clause (ii), a “Pending Claim”) prior to the Release Date, the balance of Parent shall cause the Holdback Amount (the “Holdback Balance”) equals or exceedsLegend (as defined below) to be removed from Holdback Shares in an amount equal to exceeds ten percent (10%) of the value of the Purchase Price, (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value, in the form of Parent Shares, the Purchaser shall pay ) and for such Holdback Shares to be released to the applicable Vendors in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares. If, If as of the Release Date, the Holdback Balance is less than ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value)Price, no portion of the Holdback Amount will be payablereleased payable to the applicable Vendors, and the Holdback AmountBalance Amount will be released, as applicable, released on the Final Release Date in accordance with Section 2.6(d) or Section 2.6(e) below. (c) Upon resolution of each Pending Claim outstanding as of the Release Date, the PurchaserParent Purchaser shall be entitled to retain the portion of the Holdback Amount, if any, to which the Indemnified Party is entitled in accordance with theto as either the agreed upon or as finally determined amountby a court amount of such Pending Claim, if anycompetent jurisdictionany, and if in the event that (i) no amount was paidreleased paid to the Vendors pursuant to Section 2.6(ba2.6(b) above and (ii) upon final resolution of each Pending Claim, Claim the Holdback Balance equals or exceeds ten percent (10%) of the value of the Purchase Price, the PurchaserParent shall, Purchaser shall within five (5) Business Days following the final resolution of each such Pending Claim, payrelease pay to the applicable Vendors ten percent (10%) of the value of the Purchase Price in the form of Holdback Shares in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares. (d) Within five (5) Business Days following the Final Release Date, if after deducting from the Holdback Balance (i) without duplication, all amounts as have been or are, as of the Final Release Date, to be retained and paid to a Purchaser Indemnitee claimant pursuant to Section 2.6(a) above, and (ii) the amounts of the Losses that are the subject of a Pending Claim for which notice has been delivered in accordance with Section 8.5 to the Indemnifying Party prior to the Final Release Date, the Purchaser shall pay the Holdback Balance, if any, to the applicable Vendors in accordance with their respective entitlements under the Allocation Schedule. (e) Upon resolution of each Pending Claim outstanding as of the Final Release Date, the Purchaser shall be entitled to retain the portion of the Holdback Amount, if any, to which the Indemnified Party is entitled in accordance with the agreed or finally determined amount of such Pending Claim, if any, and upon final resolution of each Pending Claim, the Purchaser shall within five (5) Business Days following the final resolution of each Pending Claim, pay the balance to the applicable Vendors in accordance with their respective entitlements under the Allocation Schedule.

Release of the Holdback Amount. (a) If none of the Buyer Indemnified Parties has delivered a Purchaser Indemnitee provides notice in accordance with Section 8.5 to an Indemnifying Party of a Claim for indemnification of Losses pursuant to Article VIII prior to either Section 5 or Section 6 of this Appendix C on or before the date that is eighteen fifteen (15) months from following the Closing Date (the “Final Release Expiration Date”), then the validity and Buyer shall promptly after the Expiration Date make a cash payment to the Company in an amount equal to the Holdback Amount. If any of the Buyer Indemnified Parties has delivered one or more notices of a Claim for indemnification of Losses pursuant to Section 5 or Section 6 of which is either agreed this Appendix C on or before the Expiration Date, then the Buyer shall promptly after the Expiration Date make a cash payment to the Company in an amount equal to the Holdback Amount, less the sum of (a) the amount that has been offset against the Holdback Amount to cover indemnification of Losses pursuant to this Appendix C, and (b) the amount reasonably estimated by the Indemnifying Party and Buyer Indemnified Parties to cover all unresolved Claims for indemnification of Losses for which the Buyer Indemnified PartyParties provided notice pursuant to either Section 5 or Section 6 of this Appendix C (the “Potential Claim Holdback”). If any of the Claims subject to the Potential Claim Holdback are ultimately resolved for an amount that is less than the Potential Claim Holdback, or is finally determined by a court of competent jurisdiction in accordance with Section 10.11then the Buyer shall, the Purchaser will subject to continuing to retain a portion of the Potential Claim Holdback Amount owing to such Purchaser Indemniteecover any other unresolved Claims, and the Parent Shares representing such portion of the Holdback Amount shall be cancelled without consideration, equal make a cash payment to the agreed to or finally determined amount of Losses of such Claim against such Purchaser Indemnitee (with the value of such Parent Shares to be cancelled to be based on the Deemed Value). (a) (b) Within five (5) Business Days following the date that is twelve (12) months from the Closing Date (the “Release Date”), if the balance of the Holdback Amount (the “Holdback Balance”) equals or exceeds ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value) after deducting from the Holdback Amount: (i) all amounts as that have been or are, as of the Release Date, to be retained and paid to a Purchaser Indemnitee claimant pursuant to Section 2.6(ab) above, below; and (ii) the amountsamount of the Losses that are the subject of a pending indemnification ClaimClaims pursuant to Article VIII for which notice has been delivered in accordance with Section 8.5 to the Indemnifying Party (each claim referred to in this clause (ii), a “Pending Claim”) prior to the Release Date, the balance of Parent shall cause the Holdback Amount (the “Holdback Balance”) equals or exceedsLegend (as defined below) to be removed from Holdback Shares Company in an amount equal to ten percent (10%) of such difference promptly after the value of the Purchase Price, (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value, in the form of Parent Shares, the Purchaser shall pay ) and for such Holdback Shares to be released to the applicable Vendors in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares. If, as of the Release Date, the Holdback Balance is less than ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value), no portion of the Holdback Amount will be payablereleased to the applicable Vendors, and the Holdback AmountBalance will be released, as applicable, on the Final Release Date in accordance with Section 2.6(d) or Section 2.6(e) below. (c) Upon resolution of each Pending Claim outstanding as of the Release Date, the PurchaserParent shall be entitled to retain the portion of the Holdback Amount, if any, to which the Indemnified Party is entitled in accordance with theto as either agreed upon or as finally determined amountby a court settlement of such Pending Claim, if anycompetent jurisdiction, and if in the event that (i) no amount was paidreleased to the Vendors pursuant to Section 2.6(ba) above and (ii) upon final resolution of each Pending Claim, the Holdback Balance equals or exceeds ten percent (10%) of the value of the Purchase Price, the PurchaserParent shall, within five (5) Business Days following the final resolution of each such Pending Claim, payrelease to the applicable Vendors ten percent (10%) of the value of the Purchase Price in the form of Holdback Shares in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares.

Release of the Holdback Amount. (a) If a Purchaser Indemnitee Indemnified Party provides notice in accordance with Section 8.5 8.4 or Section 8.4(b) to an Indemnifying Party of a Claim claim for indemnification pursuant to Article VIII prior to the date that is eighteen (18) months from the Closing Date (the “Final Release Holdback Expiration Date”), the validity and amount of Losses of which is either agreed to by the Indemnifying Party and the Indemnified Party, or is finally determined by a court of competent jurisdiction in accordance with Section 10.1111.3, the Purchaser will retain a portion of the Holdback Amount owing to such Purchaser IndemniteeIndemnified Party, and the Parent Shares Cash Purchase Price representing such portion of the Holdback Amount shall be cancelled reduced without consideration, in an amount equal to the agreed to or finally determined amount of Losses of such Claim claim against such Purchaser Indemnitee (with the value of such Parent Shares to be cancelled to be based on the Deemed Value)Indemnified Party. (a) (b) Within five (5) Business Days following the date that is twelve (12) months from Holdback Expiration Date, Purchaser shall pay to the Closing Date (applicable Sellers in accordance with their respective entitlements under the “Release Date”)Allocation Schedule, if in cash by wire transfer of immediately available funds to one or more bank accounts designated in writing by the balance of the Holdback Amount (the “Holdback Balance”) equals or exceeds ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value) after deducting from Sellers’ Representative, the Holdback Amount: (i) , less all amounts as that have been or are, as of the Release Holdback Expiration Date, to be retained and paid to a Purchaser Indemnitee Indemnified Party claimant pursuant to Section 2.6(ab1.8(a) above, below; and (ii) less the amountsamount amounts of the Losses that are the subject of a pending indemnification ClaimClaims claim pursuant to Article VIII for which notice has been delivered in accordance with Section 8.4 or Section 8.5 to the Indemnifying Party (each claim referred to in this clause (ii), a “Pending Claim”) prior to the Release Holdback Expiration Date, less the balance of Parent shall cause amount reduced from the Holdback Amount (the “Holdback Balance”) equals or exceedsLegend (as defined below) to be removed from Holdback Shares in an amount equal to ten percent (10%) of the value of the Purchase Price, (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value, in the form of Parent Shares, the Purchaser shall pay ) and for such Holdback Shares to be released to the applicable Vendors in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase Price, in the form of Parent Shares. If, as of the Release Date, the Holdback Balance is less than ten percent (10%) of the value of the Purchase Price (provided that the value associated with the Parent Shares in determining the Purchase Price is the Deemed Value), no portion of the Holdback Amount will be payablereleased to the applicable Vendors, and the Holdback AmountBalance will be released, as applicable, on the Final Release Date in accordance with Section 2.6(d1.6(e)(ii) or above, if any, less any additional withholdings applicable to the Option Payout and the Bonus Payout not included in the Option Payout and Bonus Payout amounts reflected in the Cash Purchase Price as adjusted pursuant to Section 2.6(e) below1.6, less any additional employer portion of all payroll Taxes applicable to the Option Payout and the Bonus Payout that was not included in the Transaction Expenses at the Closing. (c) Upon resolution of each Pending Claim outstanding as of the Release Holdback Expiration Date, the PurchaserParent Purchaser shall be entitled to retain the portion of the Holdback Amount, if any, to which the Purchaser Indemnified Party is entitled in accordance with theto as either the agreed upon or as finally determined amountby a court amount of such Pending Claim, if anycompetent jurisdictionany, and if in the event that (i) no amount was paidreleased to the Vendors pursuant to Section 2.6(ba) above and (ii) upon final resolution of each all Pending ClaimClaims, the Holdback Balance equals or exceeds ten percent (10%) of the value of the Purchase Price, the PurchaserParent shall, Purchaser shall within five (5) Business Days following the final resolution of each such all Pending ClaimClaims, payrelease pay the balance, if any, to the applicable Vendors ten percent (10%) of the value of the Purchase Price in the form of Holdback Shares Sellers in accordance with their respective entitlements under the Allocation Schedule ten percent (10%) of the value of the Purchase PriceSchedule, in cash by wire transfer of immediately available funds to one or more bank accounts designated in writing by the form of Parent SharesSellers’ Representative.