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.
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.
Purchaser shall give notice to Allegheny of any Holdback Claim by delivering a written notice (the “Holdback Claim Notice”) to Allegheny as soon as reasonably practicable after Purchaser has knowledge of the facts underlying the Holdback Claim.
JAKKS Pacific shall use good faith efforts to consult with the Agent with respect to the resolution of a Holdback Claim.
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).
No Holdback Claim Notice will be timely made if made greater than 45 days after the New ICPA Effective Date (the “Holdback Expiration Date”).
In the event that one or more Holdback Claims remains disputed on and after the Holdback Termination Date, the Purchaser shall retain the disputed amount of the Holdback Claim(s) until the Holdback Claim is either (i) resolved by the Purchaser and the Company, or (ii) there is an order of a court of competent jurisdiction that the amount of the Holdback Claim (and any other amount) shall be paid by the Purchaser to the Company.
The Purchaser shall deliver to the Company copies of all material documentation relating to the Holdback Claim, including (as applicable) any pleadings and amended pleadings filed in connection with any such Holdback Claim, and will provide the Company and its counsel with such further information concerning the Holdback Claim as the Company or such counsel may reasonably request.
If the Parties cannot resolve the underlying Holdback Claim as stated in the Holdback Claim Notice within three (3) months following the Holdback Period, the Purchaser shall be obliged to pay the Holdback Retainer to the relevant Seller, unless (i) the Purchaser has initiated arbitration proceedings with respect to such Holdback Claim in accordance with Section 18.11 below or (ii) such Holdback Retainer is required to cover any other Holdback Claim.