The agreement provides that USD 1m of the total up-front consideration will be held back for 18 months to satisfy any indemnifiable claims that may arise pursuant to the terms of the agreement.
The agreement provides that USD1,800,000 of the total consideration will be held back for two years to satisfy any indemnifiable claims that may arise pursuant to the terms of the Agreement.
This last feature is key: '[o]ne and the same event acquires a dual status: on the one hand, a happening with the uniqueness of the irreparable; on the other, an indemnifiable risk' (Ewald 1991, p.