Indemnity Holdback definition
Examples of Indemnity Holdback in a sentence
Promptly following the Survival Date, Parent shall issue or cause to be issued, or pay or cause to be paid, as applicable, to the Indemnifying Parties (i) the Indemnity Holdback then remaining as of the Survival Date (as reduced from time to time by Parent pursuant to the terms of this Agreement) minus (ii) an amount of the Indemnity Holdback equal to the Retained Holdback Amount.
Such notice shall include reasonable supporting backup and calculations for the Retained Holdback Amount, which shall not exceed the sum of the then-remaining Indemnity Holdback Amount.
The Indemnity Holdback shall become deliverable or payable, as applicable, to the Company Security Holders, if at all, in accordance with each Company Security Holder’s respective Pro Rata Portion, subject to the terms and conditions of this Agreement (including Section 1.17 and Article VII).
Any Losses recovered under this Article VII from the Indemnity Holdback or any Applicable Milestone Payment shall reduce the amount of the Indemnity Holdback or the Applicable Milestone Payment in the same proportion as the Indemnity Holdback or Applicable Milestone Payment was allocated as amongst the Indemnifying Parties at the Closing (as set forth on the Spreadsheet).