Examples of Holdback Claim in a sentence
The period during which claims for indemnification from the Indemnification Holdback Fund may be initiated shall commence on the Closing Date and terminate at 5:00 p.m., Pacific Time, on December 31, 2014 (the “Indemnification Holdback Claim Period”).
Within three business days after the date of expiration of the Indemnification Holdback Claim Period, the Indemnification Holdback Fund, less any amount determined pursuant to the previous sentence, shall be paid by the Purchaser to the Seller.
Any dispute about the reasonableness of payments from the Holdback Fund shall be subject to dispute resolution pursuant to Section 10.2. A Releasee may obtain a payment from the Holdback Fund to settle a Holdback Claim only if the settlement requires the Person asserting the Holdback Claim to execute an unconditional release of all Released Claims against all Releasees, in form and substance reasonably satisfactory to the Defendants, unless all Defendants consent otherwise.
Upon the Final Damages Determination of any such General Holdback Claim, Purchaser shall pay to Xxxxxx, as agent for and on behalf of Sellers, an amount equal to the excess, if any, of the amount theretofore reserved and withheld from payment in respect of such claim over the amount of Damages specified as being payable to Purchaser in the Final Damages Determination.
The Holdback Claim Notice shall set forth a description of the Holdback Claim and the amount due to Purchaser as a result of the Holdback Claim (which may be an estimate if the exact amount has not been determined).
If Seller affirmatively disputes in writing delivered to Purchaser and Escrow Agent the validity of any such Holdback Claim during the Seller Response Period, Escrow Agent shall continue to hold in escrow the Escrowed Funds.
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If Seller affirmatively disputes the validity of the Holdback Claim within the Seller Response Period by delivery of written notice of such dispute to Purchaser and Escrow Agent on or before the expiration of the Seller Response Period, Purchaser may then commence litigation in a court of competent jurisdiction located in Xxxxxx County, Texas with respect to all such Holdback Claims (if any) prior to that date that is thirty (30) days after the expiration of the Seller Response Period.
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Allegheny may dispute the validity or amount of a Holdback Claim by delivering to Purchaser, within twenty (20) days after delivery to Allegheny of the Holdback Claim Notice, a written notice setting forth its basis for disputing the Holdback Claim, the portion of the Holdback Claim that it disputes, and (if applicable) the portion of the Holdback Claim that it does not dispute.