Release of Holdback Amount Clause Samples

Release of Holdback Amount. (a) The holdback period for the Holdback Amount shall terminate as may be determined by the Equityholders’ Representative in its sole and absolute discretion; provided, that the holdback period shall in no event last in excess of sixty (60) days following the final distribution of all of the remaining Rollover Adjusted Merger Consideration Escrow Amount pursuant to Section 3.6(f). The funds (if any) remaining in the Holdback Amount may be released and distributed in part from time to time at the sole and absolute discretion of the Equityholders’ Representative (and shall be released and distributed in their entirety promptly after termination of such holdback period) to the Company Common Stockholders and the Surviving Corporation (on behalf of the Executive Company RSU Holders, the other Company RSU Holders and the Company Optionholders, as the case may be, as follows (such distribution, the “Holdback Distribution”): (i) to the Surviving Corporation on behalf of the Executive Company RSU Holders, an aggregate amount equal to the Executive Company RSU Holder Holdback Remainder Transaction Payments payable to the Executive Company RSU Holders with respect to the Holdback Distribution; (ii) to each Company Common Stockholder, an aggregate amount equal to the product of (x) the aggregate number of shares of Company Common Stock (other than the Specified Shares) held by such Company Common Stockholder immediately prior to the Effective Time, multiplied by (y) the Per Share Portion of the difference of (1) the Holdback Distribution, minus (2) the aggregate Executive Company RSU Holder Holdback Remainder Transaction Payments required by Section 3.12(a)(i) with respect to such Holdback Distribution (such difference, the “Net Holdback Distribution”); (iii) to the Surviving Corporation on behalf of the Company RSU Holders (other than the Executive Company RSU Holders), an aggregate amount equal to the product of (x) the aggregate number of shares of Company Common Stock subject to the aggregate Company RSU Awards held by such Company RSU Holders immediately prior to the Effective Time, multiplied by (ii) the Per Share Portion of the Net Holdback Distribution; (iv) to the Surviving Corporation on behalf of the Company Optionholders, an aggregate amount equal to (x) the product of (1) the Aggregate Exercise Number, multiplied by (2) the aggregate excess, if any, of (A) the aggregate sum of the Per Share Portions of the Net Holdback Distribution with respect to the Ag...

Release of Holdback Amount. Parent shall deliver to the Paying Agent, for further distribution to the Stockholders as a portion of the Class B/C Merger Consideration as set forth in the Merger Consideration Schedule, (x) on the six (6) month anniversary of the Closing Date, an amount equal to the Holdback Amount, without interest, less any amounts by which the Holdback Amount has been claimed by Parent to satisfy any of the Stockholder Indemnifying Parties’ indemnification obligations with respect to Covered Claims pursuant to and in accordance with Section 10.03(b)(iii)(A)(2) on or prior to the date that is six (6) months after the Closing Date (the “Claim Deadline”) (y) if, following the Claim Deadline, there are multiple Covered Claims, upon satisfaction of any Covered Claim after the Claim Deadline, that portion of the Holdback Amount that is no longer subject to any remaining Covered Claims; and (z) twenty-four (24) months after the Closing Date (the “Release Date”), any portion of the Holdback Amount which has not already been disbursed to the Paying Agent in accordance with this Section 2.11, or disbursed in satisfaction of Covered Claims pursuant to and in accordance with Section 10.03(b)(iii)(A)(2).

Release of Holdback Amount. (a) The holdback period for the Holdback Amount shall terminate as may be determined by the Equityholders’ Representative in its sole and absolute discretion. The funds (if any) remaining from the Holdback Amount may be released and distributed in part from time to time at the sole and absolute discretion of the Equityholders’ Representative to the Seller, the Unitholders and the Surviving Company (on behalf of the Vested Company Optionholders), as follows (such distribution, the “Holdback Distribution”): (i) to the Seller, an aggregate amount equal to the product of (x) the Corporation Percentage and (y) the Holdback Distribution; (ii) to each Unitholder (other than holders of the Specified Units), an aggregate amount equal to the product of (x) the aggregate number of Units (other than the Specified Units) held by such Unitholder immediately prior to the Effective Time, and (y) the Per Unit Portion of the Holdback Distribution; and (iii) to the Surviving Company on behalf of the Vested Company Optionholders, an aggregate amount equal to the product of (x) the Aggregate Exercise Number, multiplied by (y) the aggregate excess, if any, of (1) the aggregate sum of the Per Unit Portions of the Holdback Distribution with respect to the Aggregate Exercise Number plus the Per Unit Portions of the Excess Consideration Distribution with respect to the Aggregate Exercise Number plus the aggregate sum of the Per Unit Portions of the Estimated Consideration with respect to the Aggregate Exercise Number over (2) the aggregate sum of the applicable exercise prices per Class C Unit issuable under all such Vested Company Options plus the amount, if any, of the aggregate excess described in clause (A)(1) of Section 3.1(b)(i) for all such Vested Company Options plus the amount, if any, of the aggregate excess described in clause (B)(2) of Section 3.1(b)(i) for all such Vested Company Options.

Release of Holdback Amount. The Holdback Amount (together with any interest or other income earned thereon) shall be released to Seller as follows: (a) If the Customs Resolution Date (as hereinafter defined) occurs prior to the final settlement of the Post-Closing Working Capital Adjustment (the “Working Capital Settlement”), then (i) five hundred thousand dollars ($500,000) of the Holdback Amount (together with any interest or other income earned thereon) shall be released to Seller (or to Seller’s designee) no later than three (3) Business Days after the Customs Resolution Date and (ii) the remaining five hundred thousand dollars ($500,000) of the Holdback Amount (together with any interest or other income earned thereon) shall continue to be held by Madden until the Working Capital Settlement. If, pursuant to Section 2.3, the Holdback Amount exceeds the amount of the Working Capital Refund, then the excess amount of the Holdback Amount (together with any interest or other income earned thereon) shall be returned to Seller in accordance with Section 2.2(a) no later than three (3) Business Days following the Working Capital Settlement. (b) If the Working Capital Settlement occurs prior to the Customs Resolution Date, then the Holdback Amount (together with any interest or other income earned thereon) shall first be used, to the extent necessary, to fulfill Seller’s obligations pursuant to Section 2.3 and the remaining funds constituting the Holdback Amount (together with any interest or other income earned thereon) shall continue to be held by Madden until the Customs Resolution Date and shall be released to Seller (or to Seller’s designee) within three (3) Business Days following the Customs Resolution Date. (c) For purposes of this Agreement, the term “Customs Resolution” shall mean the delivery by Seller to Madden of (i) a copy of a notice received by Seller from the Fines, Penalties and Forfeiture Office of the U.S. Bureau of Customs and Border Protection (“U.S. Customs”) stating (A) that U.S. Customs has completed its investigation relating to that certain

Release of Holdback Amount. The Holdback Amount shall be released as follows: (A) If the Seller has been requested by the Relevant PRC Tax Authority to pay any Selling Taxes, then, at any time after the Relevant PRC Tax Authority’s assessment of the Selling Taxes arising hereunder in respect of the Seller has been accepted by the Seller or has become final and non-appealable (such event, the “Final Tax Event” and the amount of such Taxes, the “Final Tax Amount”), the Seller shall be entitled to instruct the Buyer, accompanied by reasonable supporting evidence relating thereto, to release, out of the Holdback Amount within one (1) week of such duly issued instructions, (i) an amount equal to the Final Tax Amount, to the Relevant PRC Tax Authority (with a copy, certified as true by or on behalf of the Seller, of the Tax Payment Receipt to be delivered to the Buyer), and (ii) the remaining balance, if any, to the Seller. (B) If the Seller receives confirmation from the Relevant PRC Tax Authority that the Seller is not required to pay any Selling Taxes, the Seller shall be entitled to instruct the Buyer, accompanied by acceptable evidence relating thereto, to release the Holdback Amount to the Seller within one (1) week of such duly issued instructions. For the purpose for this paragraph 6(B), the following shall be acceptable evidence of confirmation by the Relevant PRC Tax Authority that the Seller is not required to pay any Selling Taxes: (i) an original written confirmation issued by the Relevant PRC Tax Authority and executed by an official of the Relevant PRC Tax Authority confirming that the Seller is not required to pay any Selling Taxes; or (ii) an original written confirmation (including minutes of the meeting(s)) issued by the Reporting Agent and executed by an authorised signatory thereof, confirming that (a) they have attended formal meeting(s) with the Relevant PRC Tax Authority together with at least one representative of the Buyer and/or its tax advisor, and (b) a competent tax official of the Relevant PRC Tax Authority has provided confirmation (orally or otherwise) at such meeting(s) that the Seller is not required to pay any Selling Taxes. For the avoidance of doubt, the contents of such original written confirmation issued by the Reporting Agent pursuant to this sub-paragraph 6(B)(ii) shall be reasonably acceptable to each of the Buyer and the Seller. (i) If the Seller is liable to indemnify the Buyer under paragraph 5(B) of this Schedule 1 or (ii) (save in the event ...

Release of Holdback Amount. Within two (2) Business Days following the date that is twelve (12) months from the Closing Date with respect to the Holdback Amount, Escrow Agent shall, in accordance with the terms of the Escrow Agreement, distribute the remaining portion of the Escrow Amount, if any, to each Seller in proportion to their respective interest; provided that if, on or prior to such date any Purchaser Indemnified Party has delivered a Claim Notice to any Indemnifying Person for which there has not been a Final Determination or with respect to which any amounts payable are then outstanding, an amount sufficient to pay such claim or amount outstanding shall be withheld by Purchaser from such distribution until such time as such claim has a Final Determination or such amount outstanding has been satisfied.

Release of Holdback Amount. Within two (2) Business Days following the date that is eighteen (18) months from the Closing Date, Purchaser shall distribute the remaining portion of the Holdback Amount, if any, to Sellers; provided that if, on or prior to such date any Purchaser Indemnified Party has delivered a Claim Notice to any Indemnifying Person for which there has not been a Final Determination or with respect to which any amounts payable are then outstanding, an amount sufficient to pay such claim or amount outstanding shall be withheld by Purchaser from such distribution until such time as such claim has a Final Determination or such amount outstanding has been satisfied.

Release of Holdback Amount. Promptly following the Expiration Date, the Buyer will pay to the Seller by wire transfer of immediately available funds to the Seller Account, the remainder of the Holdback Amount, less any amounts required to satisfy any then pending claims (“Pending Claims,” and the amounts required to satisfy any such Pending Claims, the “Set Aside Amounts”). Upon the final determination of any such Pending Claims or the mutual agreement of the Buyer and the Seller, the Buyer will be entitled to retain the amount awarded to the Buyer in such final determination or such amount as mutually agreed to by the Buyer and the Seller (the “Indemnified Amount”) with respect to such Pending Claim, if any, and, within five (5) Business Days of the final determination of such Pending Claim, the Buyer will pay to the Seller an amount, if any, equal to (a) the Set Aside Amount with respect to such Pending Claim, minus (b) the Indemnified Amount with respect to such Pending Claim to the Seller Account.

Release of Holdback Amount. Within ten (10) days after the Closing, Company shall prepare and deliver to the Buyer a pro forma consolidated balance sheet of the Company and Blackwater as of the Closing Date, prepared on the same basis as the Company Balance Sheet, but excluding any Excluded Assets and any Excluded Liabilities (the "Closing Balance Sheet"). Within ten (10) days after receipt of such Closing Balance Sheet, if the Holdback Amount exceeds the Closing Deficit, Buyer shall pay to Company such difference by wire transfer, and if the Closing Deficit exceeds the Holdback Amount, Company shall pay to Buyer such difference by wire transfer. "