Examples of Purchase Price Holdback Amount in a sentence
Except in the event of intentional misrepresentation or fraud, in no event will the total cumulative amount of Damages for which the Sellers may be liable to Purchaser Indemnitees under this Article X exceed $35,000,000, plus an additional $35,000,000 (for a total of $70,000,000), if, and only if, Sellers receive the Purchase Price Holdback Amount.
For the avoidance of doubt, the Purchase Price Holdback Amount shall be payable to the Sellers, subject to this Section 2.7, even if Mxxx Xxxxxxxxxx’x employment is terminated or otherwise disrupted due to his death or his inability to perform services to the Company due to physical, emotional or mental illness.
On the Closing Date, the Purchaser shall withhold or be paid by Seller in accordance with Section 3.3: (a) the Purchase Price Holdback Amount for disbursement in accordance with the terms of this Agreement and which will be held for purposes of adjustment between the Estimated Purchase Price and the Final Purchase Price, and (b) the Indemnification Holdback Amount which will be held for purposes of making indemnification payments pursuant to Article X.
For the avoidance of doubt, the Purchase Price Holdback Amount shall be payable to the Sellers, subject to this Section 2.7, even if Xxxx Xxxxxxxxxx’x employment is terminated or otherwise disrupted due to his death or his inability to perform services to the Company due to physical, emotional or mental illness.
In such event, Purchaser shall pay to Seller the Purchase Price Holdback Amount.