The Retention. 16.1. The Retention shall be retained by the Buyer as security for the performance by the Seller of its obligations under the Transitional Services Agreement and Clause 10.7.
16.2. The Retention shall be paid by the Buyer to the Seller on the last day of the transitional period (as defined in the Transitional Services Agreement) Provided that if the Seller is in material breach of the Transitional Services Agreement or its obligations under Clause 10.7 and such breach, if capable of remedy, is not remedied by the Seller within 5 business days of the Buyer giving notice to the Seller of such breach there shall be deducted from the Retention such amount as the parties shall agree represents the loss and damage suffered by the Buyer as a result of such breach (where “loss and damage” for the purposes of this clause 16.2 is defined in clause 16.3 below). or such amount as determined in accordance with clause 16.3 below as representing such loss and damage, and the balance remaining after such deduction shall forthwith be paid by the Buyer to the Seller,
16.3. The parties acknowledge and agree that:
16.3.1. the loss of one or more customers of the Business directly attributable to the Seller’s material breach of its obligations under clause 10.7 would represent direct loss and damage suffered by the Buyer; and
16.3.2. the loss and damage suffered by the Buyer directly attributable to a material breach by the Seller of its obligations under the Transitional Services Agreement shall mean only the loss of profit suffered during the transitional period on any contract the Buyer has with its customers subject to, at all times, the Buyer’s obligation to mitigate such loss.
16.4. If the parties fail to agree the amount to deducted from the Retention within 30 days of the last day of the transition period the matter in dispute shall be referred for final settlement to a Queen’s Counsel (“the Expert”) nominated jointly by the Seller and the Buyer or, failing such nomination within 14 days after request by either the Seller or the Buyer, nominated at the request of either of them by the President for the time being of the Law Society. The Expert shall be entitled to call for and inspect such papers and documents as he may reasonably consider necessary. In making his determination, the Expert shall act as an expert and not as arbitrator, his decision shall (in the absence of manifest error) be final and binding on the parties and his fees shall be borne and paid by the Se...
The Retention. Area consists of a single contiguous area that encompasses the Field plus a reserve margin sufficient to cover the probable and possible extent of it, but the Minister of Petroleum may exclude deeper formations in which no Discovery has been made. The Minister of Petroleum, at any time and from time to time, whether of its own volition or at the request of the Contractor, may increase, decrease or vary the depth within the Contract Area of a Retention Area as may be required to ensure that it encompasses the Field. The Contractor shall relinquish any part of the Contract Area removed from a Retention Area as a consequence of such decrease or other variation if it occurs after the time for the relinquishment.
The Retention. 19 14. RECORDS.................................................................21
The Retention. Retention Claim" means a Claim pursuant to this Agreement which shall be notified to the Sellers by the Purchaser prior to the Release Date and which shall specify (in reasonable detail) the matter giving rise to the Claim, the nature of the Claim and the amount alleged to be due in respect thereof;
The Retention. Beneficiaries acknowledge that they shall not be at liberty to make any disposition of any of the Consideration Shares forming the Retention unless and until such shares have been released to the Warrantors in accordance with the provisions of Clause 9.
The Retention. 8.1 In this clause:-
The Retention requirement extends to books of original entry, source documents supporting accounting transactions, the general ledger, subsidiary ledgers, personnel and payroll records, canceled checks, and related documents and records. Source documents include copies of all grant and subgrant awards, applications, and required grantee/subgrantee financial and narrative reports. Personnel and payroll records must include the time and attendance reports for all individuals reimbursed under a grant, subgrant, or contract, whether they are employed full-time or part- time. Time and effort reports are required for consultants.
The Retention. 3.5.1 shall be apportioned between the Sellers as set out in column (3) of schedule 2; and
3.5.2 shall be dealt with in accordance with schedule 10 and the terms of the Retention Account Agreement.
The Retention. Software owned by the Group Companies (as referred to in schedule 5, paragraph 5)* . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Retention
