Examples of Holdback in a sentence
At Purchaser’s discretion, Purchaser may waive Seller’s obligation to correct a Discrepancy and the cost of such correction will be credited back to Purchaser from the Holdback.
Further, any provisions related to Post-Closing Delivery Condition, Inspection, Holdback, or Discrepancies shall survive until such time that the Holdback is returned to Seller.
Subject to Section 6.3.1(e), the Parties expressly agree that the Purchaser may set off all amounts to which it may be entitled under Section 6.1 against the Indemnity Holdback, provided that any set-off against indemnifiable obligations may only be done after final resolution of such indemnity Claim.
In the event of any share split, combination, reclassification, bonus issue of shares or similar capitalization change with respect to Buyer Ordinary Shares prior to Closing and/or before the Holdback Shares, if payable, are paid, or if a record date with respect to the foregoing is fixed, appropriate and proportionate adjustments shall be made to the unissued Share Consideration and the Closing Date Allocation Schedule.
The Vendors severally, and not jointly (except to the extent Losses are to be recovered pursuant to the Indemnity Holdback, in which case, jointly and severally), represent and warrant to the Purchaser, as set forth in Sections 3.1.3 to 3.1.48 of Schedule 3.1 hereof, and acknowledge that the Purchaser is relying upon such representations and warranties in entering into this Agreement and purchasing the Purchased Shares.