Common use of Holdback Amount Clause in Contracts

Holdback Amount. (a) To the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. (a) To The Holdback Amount shall serve as security and a source from which the extent that a Cipher Buyer Indemnified Parties may (upon notice to Sellers, which shall include reasonable evidence of such right to indemnification) offset, satisfy and recoup any right to indemnification or other amounts payable hereunder to which any Buyer Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against Article XII. Subject to Section 12.7(b), the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess the initial source of the Holdback Amount in cashrecovery for claims under Article XII. (b) Notwithstanding Subject to the foregoinglimitations set forth in this Article XII, with respect to any Claim under (i) Section 12.1(a) (x) resulting from a breach of the Fundamental Representations or the Tax Representations or (y) based upon Fraud, (ii) Section 12.1(b), or (iii) Section 12.1(c), and without in any manner limiting only after (A) the rights full Holdback Amount has been made subject to a good faith Claim or Claims or has been otherwise exhausted pursuant to the terms of indemnification in favour this Agreement or (B) the Holdback Amount has been released to Sellers pursuant to Section 12.7(c), the Buyer Indemnified Parties may seek recourse directly from Sellers for the remaining amount of the Cipher Indemnified Parties under this Article 9applicable Losses. (c) On the one-year anniversary of the Closing Date, Cipher Buyer shall pay to Correvio Sellers, by wire transfer of immediately available funds, an aggregate amount equal to the Holdback Amount, as follows: minus the aggregate amount of Losses for (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, all resolved Claims and (ii) twenty-five percent any unresolved good faith Claims (25%) of the Holdback Amount on the date "Unresolved Claims"); provided that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, Buyer shall promptly pay to Sellers any amounts that are permitted owed to be deducted from, Sellers upon and subject to set-off against, in accordance with the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment dateresolution of any Unresolved Claims.

Holdback Amount. The Seller and the Purchaser hereby acknowledge and agree that: (a) To the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis)shall be withheld from the Purchase Price by the Purchaser, provided that: (i) in of which the event a Cipher Indemnified Party is required First Tranche Holdback Amount shall be used to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating of the Seller pursuant to such Losses Section 6.3(a) and Section 6.3(c) and the Second Tranche Holdback Amount shall be used for payment of Public Notice 7 Tax with respect to sale of the Sale Securities by the Seller pursuant to Section 5.2(d); (b) to the extent applicable, (i) any amount payable to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) shall be paid first from the First Tranche Holdback Amount in cash; accordance with Section 1.3(c), and (ii) if any amount to be paid by the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio Seller pursuant to Section 5.2(d) shall be required to satisfy all such amounts in excess of paid first from the Second Tranche Holdback Amount in cash.accordance with Section 5.2(d); (bc) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is within three (3) months following Business Days after the Effective Date, (ii) twenty-five percent (25%) of the First Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount equal to the result of (x) the First Tranche Holdback Amount, minus (y) the amount, if any, owed by the Seller to any Purchaser Indemnified Party pursuant to Section 6.3(a) and Section 6.3(c) and not otherwise paid to such Purchaser Indemnified Party in cash prior to the First Holdback Expiration Date; and (ivd) twenty-five percent within two (25%2) Business Days after the applicable Second Holdback Expiration Date, the Purchaser shall pay to the Seller into an account designated by the Seller an amount out of the Second Tranche Holdback Amount on the date that is twelve (12) months following the Effective Date, less, determined in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aaccordance with Section 5.2(d), as at each respective payment date.

Holdback Amount. (a) To At the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this AgreementClosing, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) the Purchaser shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against cause certificates representing the Holdback Amount (on a dollar-for-dollar basis)Shares to be delivered to the Parent’s headquarters offices, provided that: (i) along with stock powers endorsed in blank by the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating Seller corresponding to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashcertificates. (b) Notwithstanding At any time and from time to time upon ten (10) days prior written notice to the foregoingPurchaser, and without the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any manner limiting Holdback Shares then held by the rights of indemnification Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in favour of the Cipher Indemnified Parties under this Article 9, Cipher cash shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) become part of the Holdback Amount on (the date that “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is three (3) months following the Effective Date, required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) twenty-five percent (25%) of the any Holdback Amount on the date that is six (6) months following the Effective Date, Period Deficit determined pursuant to Section 3.5(d), and (iii) twenty-five percent (25%) the indemnity obligations of the Holdback Amount on Seller and the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) Partner Parties under Article XII of the Holdback Amount on the date that is this Agreement arising within twelve (12) months following from the Effective Closing Date, less, in each case, any amounts that are permitted . (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to be deducted from, and subject a reduction to set-off against, the Holdback Amount pursuant to Subsection 9.9(aSection 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Claim delivered under Article XII shall be held, or shall not be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such claims following the Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller an amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Partner Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be added to and become a part of the Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment with the Purchaser for at each respective least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if ▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ employment is terminated by him by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, then, on such termination date, the Holdback Amount shall immediately be reduced to zero ($0), all of the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in or to the Holdback Shares.

Holdback Amount. (a1) At Closing, (A) the portion of the Deposit equal to $3,000,000.00 (such amount as of the Closing, the “Primary Holdback Amount”) shall be retained in the Escrow Account (except to the extent distributed pursuant to this Agreement and the Escrow Agreement) until the date that is 48 months after the Closing Date (the “Holdback Expiration Date”), and (B)(I) a portion of the Deposit equal to $500,000.00 shall be retained in the Escrow Account (except to the extent distributed pursuant to this Agreement and the Escrow Agreement) and (II) Seller shall deposit an amount equal to $1,500,000.00 (such amounts set forth in clauses (I) and (II), the “Secondary Holdback Amount” and, together with the Primary Holdback Amount, the “Holdback Amount”) into the Escrow Account until the Holdback Expiration Date, except to the extent distributed pursuant to this Section 14.5(d) and the Escrow Agreement, and so long thereafter as may be required to resolve any claims asserted by Buyer hereunder. (2) To the extent that a Cipher Indemnified Party it is finally determined under the terms of this Agreement that Buyer is entitled to Losses arising any claim for indemnification under Section 14.3(b) (except for indemnification under Section 14.3(b)(1) and Section 14.3(b)(6) with respect to the Specified Indemnification Matters contained in and in accordance with Schedule 14.2(l)) (the “Primary Holdback Claims”) the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from an Indemnification Claim or Damages arising from a Damages Claim pursuant the Holdback Amount, which distribution shall satisfy such claim only up to the amount so distributed to Buyer. To the extent that it is finally determined under the terms of this Agreement, then, in addition Agreement that Buyer is entitled to any rights claim for indemnification under Section 14.3(b)(1) and Section 14.3(b)(6) with respect to the Specified Indemnification Matters contained in and in accordance with Schedule 14.2(l)) (the “Secondary Holdback Claims”), the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Holdback Amount, which distribution shall satisfy such claim only up to the amount so distributed to Buyer. (3) On the first Business Day after the nine month anniversary of setthe Closing Date (the “First Holdback Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller, an amount equal to 30% of the amount of the then-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (remaining Holdback Amount less an amount equal to the aggregate amount of Primary Holdback Claims and Secondary Holdback Claims asserted by Buyer on behalf of such Cipher Indemnified Party) itself or any member of the Buyer Group on or prior to the First Holdback Release Date and that have not been previously satisfied in full (which amount shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against remain part of the Holdback Amount until final resolution of such outstanding indemnity claims (the “Initial Release Unresolved Claims”)); provided, that if the amount of the then-remaining Holdback Amount less the amount of the Initial Release Unresolved Claims is less than or equal to 75% of the original Holdback Amount, then no amounts will be released from the Escrow Account on a dollar-for-dollar basisthe First Holdback Release Date. {JK01396073.28 } (4) On the first Business Day after the 12 month anniversary of the Closing Date (the “Second Holdback Release Date”), Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller, an amount (the “Second Release Amount”) equal to 42.9% of the amount of the then-remaining Holdback Amount less an amount equal to the aggregate amount of Primary Holdback Claims and Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the Second Holdback Release Date and that have not been previously satisfied in full (which amount shall remain part of the Holdback Amount until final resolution of such outstanding indemnity claims (the “Second Release Unresolved Claims”)); provided, that if the amount of the then-remaining Holdback Amount less the amount of the Second Release Unresolved Claims is less than or equal to 60% of the original Holdback Amount, then no amounts will be released from the Escrow Account on the Second Holdback Release Date; provided that: further, that if the remaining Holdback Amount after giving effect to the Second Release Amount would be less than an amount equal to $2,000,000.00 plus the amount of the Second Release Unresolved Claims, then the Second Release Amount shall be reduced such that an amount equal to $2,000,000.00 plus the amount of the Second Release Unresolved Claims remains in the Escrow Account. (5) On the Holdback Expiration Date, Buyer and Seller shall jointly instruct the Escrow Agent to release the then-current balance of the Holdback Amount, if any, to Seller in accordance with the Escrow Agreement; provided, however, that Buyer and Seller shall jointly instruct the Escrow Agent to retain an amount (up to the then-current balance of the Holdback Amount) equal to the amount of Secondary Holdback Claims asserted by Buyer on behalf of itself or any member of the Buyer Group on or prior to the end of the Holdback Expiration Date that remains unresolved (an “Unresolved Secondary Claim”). That portion of the Holdback Amount retained for each Unresolved Secondary Claim shall be released by the Escrow Agent upon the final resolution of such Unresolved Secondary Claim in accordance with this Article XIV and paid to (or the applicable portion thereof) (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Partyapplicable member of the Buyer Group, Cipher (on behalf of such Cipher Indemnified Party) mayif applicable, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if Seller with joint escrow instructions pursuant to the aggregate amount Escrow Agreement. For purposes of any Losses clarity, the Parties agree that neither the De Minimis Threshold nor the General Deductible shall apply to Secondary Holdback Claims. (6) The Parties shall issue such joint written notices, and otherwise take such actions, as may be reasonably necessary from time to time to cause the Escrow Agent to distribute amounts in respect the Escrow Account in accordance with this Section 14.5(d). (7) Buyer and Seller shall each bear 50% of Indemnification Claims or Damages in respect of a Damages Claim exceeds all fees and costs charged by the Escrow Agent associated with the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. (ai) To On each Holdback Release Date, Buyer will pay, or cause to be paid, to the extent that a Cipher Indemnified Party is entitled Sellers in accordance with Section 2.7 (in all cases, without interest thereon), an amount, which shall not be less than $0, equal to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement(I) the Holdback Quarterly Payment Amount for such Holdback Release Date, then, in addition to any rights minus (II) the sum of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party1) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement all amounts offset against the Holdback Amount in satisfaction of a Purchase Price Overpayment pursuant to Section 2.4(f) and amounts used in satisfaction of claims for indemnification or setoff pursuant to Section 9.2, but not previously offset against a prior Holdback Quarterly Payment Amount, plus (on a dollar-for-dollar basis), provided that: (i2) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of (x) any Losses and all claims under Section 9.2 asserted prior to the occurrence of the applicable Holdback Release Date but not yet resolved plus (y) if the Cash Purchase Price has not been finally determined in respect accordance with Section 2.4, an amount equal to Buyer’s reasonable and good faith estimate of Indemnification Claims or Damages the Purchase Price Overpayment amount (but, for the avoidance of doubt, in respect each case without duplication of a Damages Claim exceeds any existing offset against the Holdback Amount) (subsection (x) and subsection (y), Correvio shall be required collectively, “Unresolved Claims”), plus (3) solely with respect to satisfy all such amounts in excess of the final Holdback Amount in cash. Release Date, (bx) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay an amount equal to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, Uncollected Closing A/R minus (ii) twenty-five percent the Closing AFDA Amount and (25%y) an amount equal to the Warranty Expenses. For the avoidance of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each casedoubt, any amounts that are permitted to be deducted from, and subject to set-off against, reduction of the Holdback Amount pursuant to Subsection 9.9(aSection 2.4(f) will in all cases reduce Buyer’s payment obligations in this Section 2.1(c) with respect to the Holdback Amount or any portion thereof. (ii) With respect to any remaining balance attributable to Unresolved Claims and not otherwise subject to offset or amounts reduced from a Holdback Quarterly Payment amount pursuant to Section 2.1(c)(i)(II)(2), Buyer will pay, or cause to be paid, to the Sellers in accordance with Section 2.7, in all cases, without interest thereon, amounts not to exceed such balance in the aggregate, promptly, but in any event within ten (10) Business Days (to the extent not utilized to satisfy any such Unresolved Claims resolved in favor of Buyer) of the resolution of any such Unresolved Claim or final determination of the Cash Purchase Price in accordance with Section 2.4 or ARTICLE 9, as applicable. (iii) Within thirty (30) days after the Uncollected Closing A/R and Warranty Expense Calculation Date, Buyer shall prepare or cause to be prepared and delivered to the Sellers’ Representative a written statement (the “Closing A/R and Warranty Statement”), setting forth in reasonable detail Buyer’s good faith calculation of the Uncollected Closing A/R and the Warranty Expenses. If the Sellers’ Representative disputes the calculation of Uncollected Closing A/R or the Warranty Expenses set forth in the Closing A/R and Warranty Statement, then the Sellers’ Representative shall deliver a written notice (an “A/R and Warranty Dispute Notice”) to Buyer at any time during the twenty (20)-day period commencing upon receipt by the Sellers’ Representative of the Closing A/R and Warranty Statement (the “A/R and Warranty Review Period”). The A/R and Warranty Dispute Notice shall set forth the basis for the dispute of any such calculation in reasonable detail and the Sellers’ Representative’s proposed resolution of each respective payment datesuch dispute. Each line item of the Closing A/R and Warranty Statement which is not disputed in the A/R and Warranty Dispute Notice in accordance with the immediately preceding sentence shall be deemed to have been accepted by the Sellers’ Representative and shall become final and binding upon the Sellers and Buyer. If the Sellers’ Representative and Buyer are unable to reach agreement on the Uncollected Closing A/R or the Warranty Expenses that are in dispute within twenty (20) days after the end of the A/R and Warranty Review Period, then any such remaining disagreements shall be resolved by the Designated Accounting Firm in accordance with the procedures, and the fees and expenses of the Designated Accounting Firm shall be borne by the Sellers’ Representative, on the one hand, and Buyer, on the other hand, in accordance with the rules set forth in Section 2.4(d).

Holdback Amount. (a) To The Significant Shareholder hereby covenants and agrees that the extent that a Cipher Indemnified Party is entitled amount of $5,000,000 (the “Initial Holdback Amount”) shall be automatically netted out of the portion of the Closing Merger Consideration payable to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim the Significant Shareholder pursuant to this Agreement. On the date which is 15 months from the Closing Date (the “Holdback Payment Date”), thenthe Purchaser and the Company shall, in addition on a joint and several basis, pay to the Significant Shareholder, by wire transfer of immediately available funds to such accounts as the Significant Shareholder may direct, an amount (the “Remaining Holdback Amount”) equal to (A) the Initial Holdback Amount, minus (B) the amount of any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right decreases to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount pursuant to Section 2.13, 6.5 or 9; provided, that, the amount of the Remaining Holdback Amount payable on the Holdback Payment Date shall be reduced (but not below zero) by the amount of each Unsatisfied Claim pending on a dollar-for-dollar basis)the Holdback Payment Date; and, provided that: (i) provided, further, that the Remaining Holdback Amount as such term is used in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if this Section 2.11 shall include the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds interest that has accrued (and remains unpaid) on the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess rest of the Remaining Holdback Amount in cashas of such payment date based on a rate of one percent (1.0%) per annum. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour Within five (5) Business Days of the Cipher Indemnified Parties under this Article 9issuance of the final, Cipher shall non-appealable determination of a court of competent jurisdiction with respect to any Unsatisfied Claim which was pending on the Holdback Payment Date, the Purchaser and the Company shall, on a joint and several basis, pay to Correvio the Holdback AmountSignificant Shareholder, by wire transfer of immediately available funds to such accounts as follows: (i) twenty-five percent (25%) the Significant Shareholder may direct, the amount by which payment of the Remaining Holdback Amount on the date that is three Holdback Payment Date pursuant to Section 2.11(a) was reduced in respect of such Unsatisfied Claim (3) months following the Effective Date, (ii) twenty-five percent (25%) net of the Holdback Amount on portion of such amount (if any) to which the date that is six (6) months following Purchaser or the Effective Date, (iii) twenty-five percent (25%) Purchaser Indemnified Persons, or any of the Holdback Amount on the date that is nine (9) months following the Effective Datethem, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted have been so determined to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aentitled), as at each respective payment date.

Holdback Amount. 3.6.1 The Purchaser shall retain part of the Base Purchase Price in the amount of EUR 500,000 (afive hundred thousand euro) To in cash to secure the extent obligations of the Seller under this Agreement (the “Holdback Amount”). 3.6.2 The Holdback Amount shall be held back by the Purchaser as security for any claims under this Agreement. The Holdback Amount shall be paid by the Purchaser to the Seller as follows: a. an amount equal to 50% of the Holdback Amount shall be released to the Seller by the Purchaser after expiry of 1 (one) year of the Closing Date; and b. the remaining amount of the Holdback Amount shall be released to the Seller by the Purchaser after expiry of 2 (two) years after the Closing Date, provided in each case that a Cipher Indemnified Party is entitled if at the relevant that the amount payable under a. and/or b. above shall be deducted by (i) the amount of any claim submitted by the Purchaser to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim the Seller in accordance with this Agreement prior to the end of the relevant released date and which has not been settled in full prior to such release date (including for the avoidance of doubt any claims pursuant to Clause 3.5) and (ii) the amount of any claim submitted by the Purchaser and which has been set-off (verrekend) in accordance with Clause 3.6.3. 3.6.3 In the event the Purchaser has submitted a claim under this AgreementAgreement and the Parties have reached agreement on the amount payable by the Seller to the Purchaser in respect of such claim, thenor such claim has been awarded in favour of the Purchaser in court proceedings, in addition to any rights such claim shall be settled by means of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Partyverrekening) shall have with the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against Holdback Amount. 3.6.4 If the Purchaser (i) has not paid (part of) the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses accordance with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; Clause 3.6.2 and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (b) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is has not commenced legal proceedings within nine (9) months following after the Effective Date, and (iv) twenty-five percent (25%) date of which the relevant amount of the Holdback Amount on was due pursuant to Clause 3.6.2, the date that is twelve Purchaser the (12part of) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant that has not been paid shall be immediately due to Subsection 9.9(a)the Seller and paid out to the Seller within five (5) Business Days, as at each unless the Parties have entered into good faith negotiations with regard to the respective payment claim on such date.

Holdback Amount. After the Closing, $[*] (the “Holdback Amount”) shall, by wire transfer of immediately available funds, be released to the Equityholder within ten (10) Business Days of the final determination of the Final Purchase Price pursuant to Section 1.6; provided, however, that (a) To if there is no balance of the extent Holdback Amount remaining after satisfaction of the Equityholder and Beneficial Owners’ obligations under Section 5.6 or Section 8.2, or (b) the amount of outstanding indemnification claims against the Equityholder or Beneficial Owners exceed the unreleased balance of the Holdback Amount on such date, no payment will be released to the Equityholder on such date. The Equityholder and Beneficial Owners each acknowledge and agree that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) Buyer shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement offset against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment and all amounts for payments to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any Person with respect to the indemnification obligations hereunder relating under Section 5.6 or Section 8.2. The Equityholder and Beneficial Owners each acknowledge and agree that ▇▇▇▇▇’s right to such Losses in cash; and offset against the Holdback Amount shall not be Buyer’s exclusive method of receiving indemnification from the Equityholder or Beneficial Owners pursuant to Section 5.6 or Section 8.2. Within two (ii2) if the aggregate amount Business Days following receipt of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required the Company will enter into a promissory note with Apollo Care (in the same form as the Note) having a principal amount equal to satisfy all such amounts in excess the received amount of the Holdback Amount in cashand remit the same to Apollo Care.” Section 3. Section 1.6 (bPurchase Price Adjustment) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the be added after Section 1.5 (Holdback Amount, ) as follows: (i) twenty-five percent (25%) of the Holdback Amount on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment date.

Holdback Amount. (a) To At the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this AgreementClosing, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) the Purchaser shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against cause certificates representing the Holdback Amount (on a dollar-for-dollar basis)Shares to be delivered to the Parent’s headquarters offices, provided that: (i) along with stock powers endorsed in blank by the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating Seller corresponding to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cashcertificates. (b) Notwithstanding At any time and from time to time upon ten (10) days prior written notice to the foregoingPurchaser, and without the Seller may pay an amount in cash to the Parent to be held in escrow by the Parent as Holdback Cash (as defined below) equal to the value of any manner limiting Holdback Shares then held by the rights of indemnification Parent, at which time the Parent shall release such Holdback Shares to the Seller. Such amount delivered in favour of the Cipher Indemnified Parties under this Article 9, Cipher cash shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) become part of the Holdback Amount on (the date that “Holdback Cash”). The Parent shall deposit such cash in its bank accounts to be held by Parent in escrow as Holdback Cash and any interest or investment earnings thereon shall belong to the Seller. For the avoidance of doubt, in accordance with Section 3.10, for all purposes of this Section 3.6 and this Agreement, each Holdback Share shall be deemed to have a value equal to the Parent Stock Value, regardless of the fair market value of the Holdback Shares at any time. (c) The Holdback Shares and any Holdback Cash shall be retained by the Parent as partial security for (i) any non-payment by the Seller in the event payment is three (3) months following the Effective Date, required to be made in respect of a Working Capital Deficit determined pursuant to Section 3.4(d), (ii) twenty-five percent (25%) of the any Holdback Amount on the date that is six (6) months following the Effective Date, Period Deficit determined pursuant to Section 3.5(d), and (iii) twenty-five percent (25%) the indemnity obligations of the Holdback Amount on Seller and the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) Shareholder Parties under Article XII of the Holdback Amount on the date that is this Agreement arising within twelve (12) months following from the Effective Closing Date, less, in each case, any amounts that are permitted . (d) In the event of a Working Capital Deficit or Holdback Period Deficit entitling the Purchaser to be deducted from, and subject a reduction to set-off against, the Holdback Amount pursuant to Subsection 9.9(aSection 3.4(d) or Section 3.5(d) hereto, or upon final resolution of any claim entitling the Purchaser to payment pursuant to Article XII which arose within twelve (12) months from the Closing Date, the Holdback Amount shall be reduced by the amount of such Working Capital Deficit, Holdback Period Deficit, or amount the Purchaser Indemnified Party is entitled in respect of such claim, as applicable. For the purposes of settling any such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, the number of Holdback Shares to be cancelled to settle such amount shall be equal to the amount of such Working Capital Deficit, Holdback Period Deficit or claim, as applicable, divided by the Parent Stock Value; provided that in lieu of settling such claim by cancelling such Holdback Shares, the Seller shall have the option to settle such claim in cash by paying an amount in cash equal to such settlement amount in which case such Holdback Shares shall not be cancelled. Subject to the Seller’s prior right in the immediately preceding sentence, the reduction to the Holdback Amount may be applied against the Holdback Cash and/or the Holdback Shares at the Purchaser’s election. Upon any cancellation of shares, a new certificate representing a number of Holdback Shares equal to the then-remaining stock portion of the Holdback Amount divided by the Parent Stock Value shall be issued to, and registered in, the name of the Seller, provided that the Seller delivers a stock power endorsed in blank for such certificate at the time of such issuance. (e) On the Release Date, the Purchaser shall (i) release and cause to be delivered to the Seller the then-remaining and undisputed Holdback Shares, and (ii) pay to the Seller an amount equal to the then-remaining and undisputed Holdback Cash. Any Holdback Shares or Holdback Cash subject to dispute pursuant to a Notice of Claim delivered under Article XII shall be held, or shall not be paid, as applicable, until final resolution of the claim set forth therein. Upon final resolution of all such claims following the Release Date, the Purchaser shall release to the Seller all of the then-remaining Holdback Shares and shall pay to the Seller an amount equal to the then-remaining Holdback Cash. As a condition to receiving any release of Holdback Shares hereunder, the Seller shall execute, and the Shareholder Parties shall cause the Seller to execute all documents (including, without limitation, stock powers), and shall take all actions (at the sole cost and expense of the Purchaser Parties) reasonably requested by the Purchaser and the Parent to effect any cancellations, transfers and issuances of stock certificates reasonably necessary to enable the Purchaser and the Parent to make payments of and reductions to the Holdback Amount and Holdback Shares pursuant to this Section 3.6. (f) Any shares of Parent Stock or other equity securities issued or distributed by the Parent (including shares issued upon a stock split, reverse split, conversion, combination or reclassification) (“New Shares”) in respect of Holdback Shares which have not been released to the Seller shall be added to and become a part of the Holdback Shares and shall be considered Holdback Shares for purposes of this Agreement. New Shares issued in respect of shares of Holdback Shares which have been released to the Seller shall not be added to the Holdback Shares but shall be distributed to the record holders thereof. Cash dividends in respect of Holdback Shares, whether they have or have not been released to the Seller, shall be paid to the Seller for purposes of this Agreement. (g) The Seller shall have all dividend and voting rights with respect to its corresponding Holdback Shares; provided, however, that the Seller shall have no right to transfer, pledge, encumber or otherwise dispose in any manner whatsoever any Holdback Shares which have not been released to the Seller, other than as permitted under Section 7.23. Notwithstanding anything contained herein to the contrary, Holdback Shares shall not be registrable pursuant to the Securities Act, so long as they have not been released to the Seller, and neither the Parent nor the Purchaser shall take any action to register such shares. (h) The Parties acknowledge that the Founder’s employment with the Purchaser for at each respective least a period of one (1) year from the Closing Date under the terms of the Founder Employment Agreement is essential consideration for the payment of the Holdback Shares and any release thereof. Therefore, notwithstanding anything herein to the contrary, if the Founder’s employment is terminated by the Founder by virtue of his resignation prior to the first (1st) anniversary of the Closing Date, then, on such termination date, the Holdback Amount shall immediately be reduced to zero ($0), all of the remaining Holdback Shares shall be cancelled, and the Seller shall have no further right or interest in or to the Holdback Shares.

Holdback Amount. (ai) To Notwithstanding anything herein to the extent that a Cipher Indemnified Party is entitled contrary, except with respect to Losses arising from an Indemnification Claim relating to the Exclusions, the Remaining Payment Obligations and Losses pursuant to Section 9.02(a)(ii), the sole and exclusive source of funds for satisfaction of any claims against the Indemnitors or Damages arising from a Damages Claim the Interest Holder Representative under this Agreement, including claims under Section 2.13, pursuant to Sections 6.06, 6.07, 6.08 and 6.09 and any claims that the Parent Indemnified Parties may have against the Indemnitors pursuant to this Agreement, then, in addition to any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher shall be (on behalf of such Cipher Indemnified PartyA) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement an offset against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Adjusted Indemnity Holdback Amount, Correvio shall be required (B) solely with respect to satisfy all such amounts in excess of recovering under Section 6.07, an offset against (x) the Adjusted Indemnity Holdback Amount in cash. and, (by) Notwithstanding to the foregoingextent the Adjusted Indemnity Holdback Amount is exhausted and subject to Section 2.14(g), and without in any manner limiting Yearly Earn-Out Payment earned but not yet paid, (C) solely with respect to recovering under Section 6.09 (as it relates to the rights of indemnification in favour of Special Holdback Projects), an offset against the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Adjusted Special Holdback Amount, as follows: and (iD) twenty-five percent (25%) of solely with respect to recovery under Section 2.13, the Holdback Amount on the date that is three (3) months following the Effective Date,Net Worth Reserve. (ii) twenty-five percent All claims for Losses made by any Parent Indemnified Party in respect of Exclusions shall first be satisfied by an offset against the Adjusted Indemnity Holdback Amount, and no Parent Indemnified Party shall be permitted to make a claim in respect of Exclusions (25%other than a claim for offset against the Adjusted Indemnity Holdback Amount) of pursuant to this Agreement until the Adjusted Indemnity Holdback Amount on is fully depleted. No offset can be made pursuant to this Article IX against the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Adjusted Indemnity Holdback Amount on unless the date that Interest Holder Representative consents in writing or there is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment datea Final Order.

Holdback Amount. (a) To 7.4.1 As security for any amounts payable by the extent that a Cipher Indemnified Party is entitled Seller to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim the Purchaser pursuant to the terms of this Agreement (including any Delayed Advance Purchase Stock Repayment Amount or any interest payments under the Amended API Supply Agreement pursuant to Clause 6.20.4), and as security for any failure of the Seller to perform its obligations under the Amended API Supply Agreement, thenincluding specifically, in among other things, payment and on time delivery, the Purchaser shall retain out of the Cash Consideration payable pursuant to Clause 3.1 an amount equal to INR*** (Indian Rupees ***)(the “Holdback Amount”). In addition to any its other rights and remedies under this Agreement and applicable Law, the Purchaser shall have a full right of set-off and may apply all or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount (on a dollar-for-dollar basis), provided that: (i) in the event a Cipher Indemnified Party is required to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess part of the Holdback Amount in cash. (b) Notwithstanding to pay, or to provide for the foregoingpayment of, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) any amount required to be paid by the Seller to the Purchaser under the terms of the Holdback Amount on the date that is three (3) months following the Effective Date, this Agreement, (ii) twenty-five percent (25%) any damages arising from any failure of the Holdback Amount on Seller to perform its obligations under the date that is six (6) months following the Effective Date, Amended API Supply Agreement or (iii) twenty-five percent (25%) any other amounts for which the Purchaser has retained portions of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(athe terms of this Agreement (including pursuant to Clause 6.20.4 (Interest Payments under Amended API Supply Agreement), Clause 6.21.1 (Debonding Costs), Clause 6.22.7 (Gut 36 at Aurangabad) or Clause 6.24 (Other Seller Liabilities)), subject to the limitations set forth therein. The Purchaser’s right of set-off shall be applicable to amounts that are determined in good faith by the Purchaser to be (i) payable by the Seller pursuant to the terms of this Agreement, (ii) retained by the Purchaser from the Holdback Amount pursuant to the terms of this Agreement, or (iii) for damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement, subject to the limitations set forth therein. 7.4.2 Subject to the provisions of this Agreement, the Purchaser shall pay the unapplied Holdback Amount (without any interest) to the Seller on the *** anniversary of the Closing Date (the "Holdback Release Date"). If any Claim Notice has been delivered by the Purchaser to the Seller and the Parties have not reached an agreement with respect to the Purchaser’s entitlement to receive the Losses at issue in such Claim Notice, then the Purchaser’s obligation to pay any instalment of the unapplied Holdback Amount shall be suspended with respect to Purchaser’s good faith estimate of the amount owed by the Seller under the Claim Notice until a final determination as at each respective payment dateto the Purchaser’s entitlement to receive the Losses covered by the applicable Claim Notice has been reached. These payments shall be reduced, in the order of their maturities, by any amounts payable by the Seller pursuant to the terms of this Agreement or as damages arising from any failure of the Seller to perform its obligations under the Amended API Supply Agreement. 7.4.3 Nothing in this Clause 7.4 shall be construed as limiting the Liability of the Seller under this Agreement to the amount of the Holdback Amount, nor shall the Holdback Amount be considered as liquidated damages for any breach under this Agreement or the Amended API Supply Agreement.

Holdback Amount. Sellers shall present a calculation of the Pre-Opening Reduction Amount (aas defined in Section 2.5(c) To below), together with such supporting documentation as Buyer may reasonably request, at least two business days prior to Closing, and the extent Closing shall not take place until the parties have mutually agreed on such calculations, subject to Section 2.5(d). Notwithstanding the foregoing, at least three business days prior to Closing, Sellers will deliver the Audited Financials (including the Audited Six Month Income Statement) to Buyer, together in each case with a calculation of EBITDA based thereon, adjusted (solely in the case of the Audited Financials) as follows: (i) plus (minus) increase (decrease) in deferred revenue liabilities (including initiation fees (net of associated deferred costs) and prepaid dues) from December 31, 1998 through June 30, 1999, (ii) plus (minus) increase (decrease) in deferred lease obligations from December 31, 1998 through June 30, 1999, and (iii) plus corporate cost allocations. If such EBITDA is less than EBITDA shown on the Interim Financial Statements, then the Purchase Price shall be reduced at Closing by an amount equal to fourteen times such difference (in the case of Manhattan Beach, seven times such difference), and if EBITDA based on the Audited Six Month Income Statement is more than EBITDA shown on the Interim Financial Statements, then the Purchase Price shall be increased at Closing by an amount equal to fourteen times such difference (in the case of Manhattan Beach, seven times such difference); provided that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim if any such increase or Damages arising from a Damages Claim pursuant to this Agreementdecrease would increase or decrease the Purchase Price by more than $4,000,000, then, in addition to any rights of set-off either Seller or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) Buyer shall have the right to set-off any Losses or Damages to which such Cipher Indemnified Party may be entitled to under terminate this Agreement against upon prompt notice to the Holdback Amount other parties to this Agreement; provided further that Seller shall not have the right to terminate in the case of a decrease if Buyer agrees to limit the decrease in Purchase Price to $4,000,000 notwithstanding that the EBITDA adjustment would have resulted in a greater decrease; and provided further that Buyer shall not have the right to terminate in the case of an increase if Seller agrees to limit the increase in Purchase Price to $4,000,000 notwithstanding that the EBITDA adjustment would have resulted in a greater increase. In addition, Buyer shall have the right to terminate this Agreement within three business days following receipt of the Audited Financials if the shortfall (on expressed as a dollar-for-dollar basis), provided that: positive number) between (i) EBITDA based on the 1998 Audited Income Statement (and adjusted in the event a Cipher Indemnified Party is required same manner as the Audited Six Month Income Statement pursuant to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf the last sentence of such Cipher Indemnified Partythe first paragraph of Section 2.4(b)) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if EBITDA based on the aggregate amount 1998 income statement included in the unaudited Year-End Financial Statements (using the same methodology) is more than the greater of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required to satisfy all such amounts in excess of the Holdback Amount in cash. (bx) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (255%) or (y) 300% of the Holdback Amount shortfall (expressed as a positive number) between EBITDA based on the date that is three (3) months following the Effective Date, (ii) twenty-five percent (25%) of the Holdback Amount Audited Six Month Income Statement and EBITDA based on the date that is six (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(a), as at each respective payment dateInterim Financial Statements.

Holdback Amount. The Initial Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b). An irrevocable letter of credit from a reputable bank shall be obtained by the Buyer and delivered to the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and such additional amounts added to the Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit"). No interest shall be paid to the Sellers in respect of the Holdback Amount prior to April 1, 2006. Any remaining portion of the Holdback Amount that is withheld by the Buyer after April 1, 2006 and is released to the Seller Representative in accordance herewith shall accrue interest from and after such date at the rate of 1.5% per annum. On April 1, 2005, an amount equal to the product of (a) To (i) Ten Million Dollars ($10,000,000), less (ii) the extent that a Cipher Indemnified Party is entitled to Losses arising from an Indemnification Claim or Damages arising from a Damages Claim pursuant to this Agreement, then, in addition to sum of (A) any rights of set-off or other rights that such Cipher Indemnified Party may have at common law or otherwise, Cipher (on behalf of such Cipher Indemnified Party) shall have the right to set-off any Losses or Damages to amounts by which such Cipher Indemnified Party may be entitled to under this Agreement against the Holdback Amount has been reduced to satisfy indemnity claims as provided herein and (on B) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a dollar-for-dollar basiswritten notice from the Buyer to the Seller Representative), provided that: multiplied by (ib) in the event a Cipher Indemnified Party is required Purchased Securities Percentage shall be paid by the Buyer to satisfy any such Losses with an out-of-pocket cash payment to any Third Party, Cipher (on behalf the Seller Representative out of such Cipher Indemnified Party) may, in its sole discretion, require that Correvio satisfy any indemnification obligations hereunder relating to such Losses in cash; and (ii) if the aggregate amount of any Losses in respect of Indemnification Claims or Damages in respect of a Damages Claim exceeds the Holdback Amount, Correvio shall be required without any interest thereon. On April 1, 2006, an amount equal to satisfy all such (a) the Initial Holdback Amount, plus (b) any amounts in excess added to the Holdback Amount from time to time pursuant to Section 11.2(g)(i) or 12.5(c), less (c) the sum of (i) any amounts previously paid out of the Holdback Amount in cash. to satisfy indemnity claims as provided herein (bincluding, without limitation, any amounts withheld from release payments to satisfy Individual Losses under Section 11.2(f)), (ii) Notwithstanding the foregoing, and without in any manner limiting the rights of indemnification in favour of the Cipher Indemnified Parties under this Article 9, Cipher shall pay to Correvio the Holdback Amount, as follows: (i) twenty-five percent (25%) amounts previously released out of the Holdback Amount on to the date Seller Representative, and (iii) an estimate of any amounts necessary to satisfy pending indemnity claims hereunder (as evidenced by a written notice from the Buyer to the Seller Representative), shall be paid by the Buyer to the Seller Representative out of the then remaining Holdback Amount, without any interest thereon; provided, however, that is three (3) months following a portion of such Holdback Amount may continue to be retained by the Effective Date, (ii) twenty-five percent (25%) Buyer beyond such time to satisfy any pending or unresolved claims for indemnity hereunder; provided, further, that promptly after the satisfaction or resolution of all such pending claims, any then remaining portion of the Holdback Amount on shall be paid by the date that is six Buyer to the Seller Representative, without any interest thereon (6) months following the Effective Date, (iii) twenty-five percent (25%) of the Holdback Amount on the date that is nine (9) months following the Effective Date, and (iv) twenty-five percent (25%) of the Holdback Amount on the date that is twelve (12) months following the Effective Date, less, in each case, any amounts that are permitted to be deducted from, and subject to set-off against, the Holdback Amount pursuant to Subsection 9.9(aexcept as otherwise specifically provided herein), as at each respective payment date.