Indemnity Holdback Amount definition

Indemnity Holdback Amount shall have the meaning set forth in the Representation, Warranty and Indemnity Agreement.

Indemnity Holdback Amount has the meaning set forth in Section 2.5(b).

Indemnity Holdback Amount means [***].

Examples of Indemnity Holdback Amount in a sentence

• In the event that the Shareholder Representative has consented to any such settlement, the Shareholder Representative shall have no power or authority to object under Section 9.3 or any other provision of this Section 9 to the amount of any claim by Parent against the Indemnity Holdback Amount for indemnity with respect to such settlement.

• In no event shall any Company Shareholder be responsible for Damages under Section 9.1(a) in excess of such Company Shareholder’s Pro Rata Portion of the Indemnity Holdback Amount, except for (A) Damages arising out of such Company Shareholder’s Fraud or intentional or knowing misrepresentation or breach, or actual knowledge of another’s Fraud, or (B) a breach of a covenant or agreement by such Company Shareholder.

• For all Tax purposes, Purchaser and Avaya agree to treat any indemnity payment under this Agreement (including any payments made from the Indemnity Holdback Amount) as an adjustment to the Purchase Price unless a final determination of a Taxing Authority provides otherwise.

• The aggregate amount to be paid by the Company Shareholders for claims for Damages made under Section 9.1(a) shall not exceed an amount equal to the Indemnity Holdback Amount (the “Cap”); provided, however, that the Cap shall not apply to any Damages arising from, or directly or indirectly related to, any claims for indemnification involving Fraud or intentional or knowing misrepresentation or breach by a Company Shareholder.

• All amounts received by Parent from the Indemnity Holdback Amount pursuant to this Agreement shall be treated for all Tax purposes as adjustments to the aggregate consideration payable to the Company Shareholders to the extent permitted under Applicable Law.

More Definitions of Indemnity Holdback Amount

Indemnity Holdback Amount means the number of shares (rounded down to the nearest whole share) of Buyer Common Stock equal to thirty percent (30%) of the Aggregate Stock Consideration Amount.

Indemnity Holdback Amount means Two Hundred Thousand Dollars ($200,000.00).

Indemnity Holdback Amount means $33,500,000.

Indemnity Holdback Amount means an amount equal to the sum of (i) thirteen percent (13%) of the Estimated Merger Consideration, plus (ii) Two Million Dollars ($2,000,000), plus (iii) the Member Representative Amount.

Indemnity Holdback Amount means Four Million Dollars ($4,000,000).

Indemnity Holdback Amount means $7,500,000, which shall be held in escrow by the Escrow Agent and be paid in accordance with Article XV.

Indemnity Holdback Amount shall have the meaning indicated in Section 11(a).