Indemnification Holdback Clause Samples

Indemnification Holdback. At the Closing, Parent shall deduct from the Closing Consideration the amount of Parent Common Shares equal to $7.5 million, based on the Value of such shares on December 31, 2019, rounded up to the nearest whole number to avoid any fractional shares (the "Retained Parent Common Shares"), which shall be held by Parent in a segregated brokerage account (the "Indemnification Account") along with quarterly dividends earned on the Retained Parent Common Shares (the "Retained Dividends"), for the benefit of the Securityholders, until such Retained Parent Common Shares and Retained Dividends are delivered to the Securityholders pursuant to the provisions of Section 8.08(b). For the avoidance of doubt, Retained Dividends shall be used first in satisfaction of any claims, prior to liquidating and using any Retained Parent Common Shares that are ultimately used for the satisfaction of any claim under Section 8.02, and any such Retained Dividends (including any Retained Dividends pertaining to any Retained Parent Common Shares where such shares are used for the satisfaction of any claim under Section 8.02, because for example at the time of payment in settlement of any such claim those dividends had not been declared and paid) will not be delivered to Securityholders, but rather shall be returned to, and remain the exclusive property of, Parent.

Indemnification Holdback. (a) Notwithstanding anything to the contrary herein, as a partial mechanism to satisfy the obligations of Seller and Seller Parent set forth in Article VII, an aggregate of $[***] of the Purchase Price (the “Indemnification Holdback Amount”) shall not be paid to Seller at the Closing, but shall instead be withheld by ▇▇▇▇▇, and thereafter paid to Seller as set forth in this Section 1.3.2(a) or to Buyer as set forth in Article VII (the aggregate amount of cash so held by ▇▇▇▇▇, from time to time, the “Indemnification Holdback Fund”). Within five Business Days following the date that is [***] months after the Closing Date (the “Release Date”), Buyer or its Affiliate shall pay to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Seller to Buyer no later than three Business Days prior to the Release Date, (i) the Indemnification Holdback Fund, less (ii) the sum of (A) any amount previously forfeited to Buyer in satisfaction of any resolved or settled Indemnification Claim by any Indemnified Party, and (B) an amount sufficient to satisfy any then pending Indemnification Claims made by any Indemnified Party. Promptly following the final resolution of, and full payment or credit in connection with, all such pending Indemnification Claims, Buyer or its Affiliate shall pay to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Seller any remaining portion of the Indemnification Holdback Fund. The Indemnification Holdback Fund shall not accrue interest. To the extent required by Applicable Law, a portion of any amounts released from the Indemnification Holdback Fund may be treated and reported for U.S. federal income Tax purposes as imputed interest. (b) The rights of Seller to receive payment from the Indemnification Holdback Fund is personal to Seller and is not transferable or assignable, and any purported transfer or assignment shall be void.

Indemnification Holdback. If the Parent makes a written claim for indemnification to a Principal Shareholder in accordance with Section 8(b) above prior, to the expiry date of the Convertible Debenture: (i) if such claim is in respect of Operational Matters, the Parent shall be entitled to withhold from and setoff against any amounts owing under the Convertible Debenture and scheduled to be paid on the Maturity Date (as defined in the Convertible Debenture) the amount of such claim, to a maximum of the Indemnification Amount pending determination of such claim; or (ii) if such claim is in respect of Fundamental Matters, the Parent shall be entitled to withhold from and setoff against any amounts owing under the Convertible Debenture the amount of such claim. Amounts owing under the Convertible Debenture shall be a nonexclusive source of indemnification with respect to any Fundamental Matters, and, subject to the provisions set forth in Section 8(b) above, shall not otherwise limit the liability of the Shareholders with respect to indemnification under this Agreement. For clarification, the Parent shall first withhold from and setoff against amounts owing under the Convertible Debenture the amount of any indemnification claim before making any indemnification claim against the Shareholders relating to that other portion of the Merger Consideration received by the Shareholders on Closing. Any disagreement with respect to the determination of any claim for indemnification shall be resolved in the manner set forth in Section 10(p) below. The arbitrator shall issue its report as to the validity of such claim for indemnification within sixty (60) days after such dispute is referred to such arbitrator. The Principal Shareholders on the one hand, and the Parent on the other hand, shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the arbitrator hereunder shall be borne by the Principal Shareholders and the Parent in such proportion as such arbitrator shall determine based on the relative merit of the position of the parties. This provision for arbitration shall be specifically enforceable by the Parties and the decision of such arbitrator in accordance with the provisions hereof shall be final and binding with respect to the matters so arbitrated and there shall be no right of appeal therefrom. If a claim for indemnification by the Parent is finally determined to be valid pursuant to this Section 8(c), the balance paya...

Indemnification Holdback. As security for the obligations of Members pursuant to this Agreement (including Section 1.7, Article VI, and Article VII), Parent shall withhold the Indemnification Holdback Amount from the Merger Consideration, and hold the Indemnification Holdback Amount during the Holdback Period, pursuant to the terms of this Agreement (including, without limitation, Section 7.4).

Indemnification Holdback. A portion of the Initial Consideration in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000) (the “Indemnification Holdback Amount”) shall be delivered to an escrow agent (the “Escrow Agent”) for purposes of providing additional security for the indemnification obligations of the Sellers under Section 11. The Escrow Agent shall be selected by Buyer and be reasonably acceptable to Company. The Indemnification Holdback Amount shall be placed in an interest-bearing escrow account by the Escrow Agent and shall be subject to the applicable provisions of this Agreement and the provisions of the Escrow Agreement in substantially the form attached as Exhibit A (the “Escrow Agreement”) between Buyer, the Shareholders’ Agent and the Escrow Agent. Subject to the Escrow Agreement and subject to any claims asserted by Buyer or the Surviving Corporation pursuant to Section 11, the Indemnification Holdback Amount (together with accrued interest) shall be released in full to the Shareholders’ Agent for the benefit of the Shareholders on the date which is thirty (30) days following the first anniversary of the Effective Time.

Indemnification Holdback. In order to satisfy any potential claims for which Buyer would be entitled to indemnity pursuant to foregoing Section 10.1, the parties agree that Buyer shall be, and hereby is, authorized to hold back ten percent (10%) of the Equitex Common Stock from each Selling Stockholder's portion of the Purchase Price, equaling in the aggregate 200,000 shares (the "Holdback Shares"), until December 31, 2002 (the "Holdback Period"). Upon the expiration of the Holdback Period, Buyer shall deliver to each Selling Stockholder a certificate representing his or her pro rata portion of the then remaining Holdback Shares, exclusive only of: (a) the number of shares which shall have been applied in satisfaction of claims for which Buyer was entitled to be indemnified pursuant to the provisions of Section 10.3 hereof during the Holdback Period; and (b) a sufficient number of shares to satisfy a pending Indemnity Claim which is the subject of an ongoing third party dispute under Section 10.3 (b), or is the subject of a pending dispute between the parties under Section 10.3(c).

Indemnification Holdback. The Indemnification Holdback shall secure the obligations of the Sellers arising under Section 9 of this Agreement, and shall be subject to offset as provided in Section 9 of this Agreement. At the expiration of the Escrow Period, any portion of the Indemnification Holdback still held by Escrow Agent for which no claim has been filed and that is not being retained to satisfy Sellers’ indemnification obligations pursuant to Section 9 of this Agreement and as provided for in the Escrow Indemnification Agreement shall promptly be paid to Sellers, divided among the Sellers as follows: (a) all of the cash shall be delivered to AM Transport, and (b) all the shares of Common Stock shall be delivered one-half to Cid and one-half to Sahade. During the Escrow Period, the cash portion of the Indemnification Holdback shall be invested as set forth on SCHEDULE 2.02. On the expiration of the Escrow Period, AM Transport shall be paid the income earned on the cash portion of the Indemnification Holdback actually paid to AM Transport. Shares of Common Stock paid as dividends on the shares held as part of the Indemnification Holdback shall be delivered to Purchasers or Cid and Sahade (in equal shares) with the underlying shares of Common Stock on which such dividends were paid. The Escrow Agent’s fees and expenses accrued throughout the term of the Indemnification Escrow Agreement shall be borne by the Purchasers. In the event that any portion of the Indemnification Holdback is paid to the Purchasers, then at the expiration of the Escrow Period the Purchasers shall be reimbursed out of the Indemnification Holdback for an amount determined by multiplying the total fees and expenses paid by the Purchasers to the Escrow Agent by the percentage of the Indemnification Holdback actually used to satisfy Sellers’ indemnification obligations, together with any interest earned or shares of Common Stock paid as dividends thereon during the Escrow Period. Any amounts payable to Purchasers from the Indemnification Holdback, including any amount to reimburse Purchasers for the fees of the Escrow Agent, shall be divided on a pro rata basis (80/20) between the Cash Consideration and the Stock Consideration portions of the Indemnification Holdback.

Indemnification Holdback. 28 7.1 Indemnification of Buyer and Precept . . . . . . . . . . . . . . . . . . 28 7.2 Notification of Claim; Set Off . . . . . . . . . . . . . . . . . . . . . 29 7.3

Indemnification Holdback. (a) As partial security for the indemnity obligations of the Company and the Shareholders under this Article 7, the Shareholders hereby agree that, at the Effective Time of the Merger, the aggregate amount of Five Hundred Thousand Dollars ($500,000) (the "Indemnification Funds") will be withheld from the Merger Consideration otherwise issuable to the Shareholders. The Shareholders agree that, pending their disbursement in accordance with Section 7.3(b) hereof, the Indemnification Funds will be retained by Acquiror, without any obligation to set them aside in a separate account. In consideration of the foregoing, Acquiror hereby agrees the Indemnification Funds shall accrue interest at a rate equal to five percent (5%) per annum calculated on the basis of a year of 365 days, as applicable. Fifty percent of the accrued interest shall be paid to Mr. ▇▇▇▇▇ ▇▇▇hin 10 days after the end of each fiscal quarter, commencing with the first quarter of fiscal 1999. The remaining interest shall be paid on the Release Date. Any amounts not paid on or before the Release Date, which are subsequently paid to Shareholders, shall bear interest at the rate of 1% per month until paid.