Cash Holdback. The Intermediary shall withhold that portion of the Warrant Exercise as called for in the MOT Section III Figure 9 for Cash Holdback and Monthly and Annual Account Fee's.
Cash Holdback. Intermediary shall holdback $5,000 per Breakout/Workout on the Equity Breakout/Workouts and that portion of the Warrants as described in the MOT Section III. Such Holdback shall be retained by the Intermediary and used to cover expenses billed to the Intermediary for the management and execution of the Offering. Any cash not used to cover expenses shall be returned to the Company at the completion of the offering.
Cash Holdback. Upon the cash exercise of any Series E Warrants the holder thereof shall receive a cash payment equal to 8% of any such exercise price provided that such holder shall be permitted to net such payment out of the exercise price upon payment.
Cash Holdback. Xxxxx shall pay the Cash Merger Consideration only ------------- if, as of the Closing Date, (i) Stockholder Representatives have delivered written evidence of the termination of the Xxx Xxxxxx Agreements in form and substance reasonably acceptable to Xxxxx and (ii) Metro has resolved, or provided for the resolution of, all pending and threatened litigation (the "Xxx Xxxxxx Litigation"), in a manner acceptable to Xxxxx in its sole reasonable discretion, between Metro and or any all of the following (collectively, the "Xxx Xxxxxx Group"): Xxx Xxxxxx; Outdoor Systems, Inc., a New York corporation; Outdoor Systems - New York, Inc., a New York corporation; and all affiliates of the foregoing. For purposes of this Section 3.7(a), "a manner acceptable to Xxxxx" includes providing evidence acceptable to Xxxxx in its sole reasonable discretion that the only remedy available to the Xxx Xxxxxx Group is monetary damages.
Cash Holdback. Buyer shall be entitled to hold the Cash Holdback until final resolution of the ***, subject to the provisions of this subsection (i). The Cash Holdback shall be *** into a ***. If at any time *** to *** of the ***, the amount of the *** in the *** is *** as of the *** , Buyer shall *** pay Shareholder in cash an amount equal to ***. At any time *** to *** of the ***, Shareholder shall have the right to direct Buyer to make (or cause the Company to make), in which event Buyer (or the Company) shall *** make, a payment to *** from the Cash Holdback, provided however, that in no event shall such payment result in the remaining Cash Holdback equaling *** of the *** then *** in the ***. In the event Shareholder, ***, determines that it is necessary or appropriate to make a payment to *** towards the ***, which payment is in *** of the Cash Holdback, Shareholder shall *** to Buyer (or the Company) the amount of such payment in *** of the amount of the Cash Holdback and Buyer shall *** pay such amount to ***. Following *** of the ***, Buyer shall *** pay Shareholder in cash (i) the amount of the Cash Holdback, together with *** any *** to *** by Buyer from the Cash Holdback, and (ii) *** to Buyer or the Company *** with the ***, as and when *** to Buyer or the Company.
Cash Holdback. Buyer shall retain the Cash Holdback until such time as the Permits identified on Schedule 5.10 are renewed or replaced to the reasonable satisfaction of Buyer; provided that such time shall be no later than one (1) year from the Closing Date. Buyer shall be entitled to offset against the Cash Holdback the amount of all reasonable fees, expenses (including reasonable attorney’s fees) and other out-of-pocket expenses incurred by Buyer in connection with Buyer’s efforts to renew or replace such Permits. On the later to occur of (a) thirty (30) days following the date that the Permits identified on Schedules 5.10 are renewed or replaced to Buyer’s satisfaction or (b) the first (1st) anniversary of the Closing Date, Buyer shall deliver to Seller (i) a statement of the fees, expenses (including attorney’s fees) and other out-of-pocket expenses incurred by Buyer as described above and (ii) cash in the amount of the Cash Holdback less the total amount of the fees, expenses and other out-of-pocket expenses identified in such statement.
Cash Holdback. Contributors hereby acknowledge and agree that the Operating Partnership has withheld cash of up to $4,250,000 (the "Withheld Cash") from the Contributors, provided that on each of three "Award Dates," as defined below, the Operating Partnership shall award to each Contributor one third of the amount of Withheld Cash specified on the Acquisition Schedule with respect to such Contributor. The first "Award Date" shall be one year after the first Closing to occur hereunder, and the second and third Award Dates shall be on the first two succeeding anniversaries of the first Award Date. Amounts withheld under this Section 3.4 shall not be subject to setoff. On each Award Date, the Operating Partnership shall also pay to each Contributor an amount of cash equal to (i) the amount of Withheld Cash allocable to such Contributor but which has not been awarded as of such Award Date (including the amount to be paid on such Award Date, but not including any amounts awarded on previous Award Dates), multiplied by (ii) seven and three quarters percent (7.75%) per annum. Interest shall accrue on any Withheld Cash not paid on the dates when due at the rate of nine and three quarters percent (9.75) per annum and shall be payable upon demand.
Cash Holdback. (a) Subject to Section 6.2(b) below, from and after the Closing, the Seller shall maintain cash in an amount sufficient to pay all of the Retained Liabilities. Without limiting the foregoing, the Seller agrees, from and after the Closing, to maintain cash in an amount equal to at least the aggregate of the following:
(i) $56,650 for payment of the Employee Claim;
(ii) the aggregate amount of payments remaining prior to termination under each of (A) the Lease dated December 24, 2003 between the Seller and IL-Civic Opera Building, LLC and (B) the Lease dated September 19, 2000 between the Seller and BRE/CBL, LLC;
(iii) the aggregate amount of all outstanding expenses incurred in connection with this Agreement and the transactions contemplated hereby that are to be borne by the Seller pursuant to Section 10.11; and
(iv) $1,200,000 (the “Reserve Amount”) to secure the indemnification obligations of the Seller set forth in this Agreement that are in excess of the Indemnification Escrow Amount, as contemplated by Article VII.
(b) Notwithstanding anything to the contrary herein, in the event that any of the liabilities set forth in Section 6.2(a) above has been satisfied in full (which, with respect to the matter described in clause (i) of Section 6.2(a) shall mean payment in full of all amounts required to be paid by the Seller pursuant to a final, binding settlement agreement or a final, non-appealable court or administrative tribunal order or judgment), the amount of cash required to be maintained by the Seller pursuant to Section 6.2(a) shall be decreased by an amount equal to the amount set forth in the applicable provision of Section 6.2(a).
(c) Notwithstanding anything to the contrary herein (including the provisions of this Section 6.2), the Seller shall have the right to take any and all actions to cause the dissolution and liquidation of the Seller and to take any and all other matters related to the winding up of the Seller, including adopting a plan of complete liquidation and dissolution (or any similar plan) and filing a certificate of dissolution with the Secretary of State of the State of Delaware and other state agencies, as appropriate; provided that no such action shall restrict or limit the Seller’s obligations under this Agreement, including this Section 6.2.
Cash Holdback. Intermediary shall holdback those amounts listed in the MOT Section 2.4. Figure 5., and Section 2.5.2. Figure 6. per Breakout/Workout/Warrant Exercise on the Equity Breakout/Workouts and that portion of the Warrants as described in the MOT Section 2.5. Such Holdback shall be retained by the Intermediary and used to cover expenses billed to the Intermediary for the management and execution of the Offering.
Cash Holdback. Notwithstanding anything else contained in this Agreement, the parties agree that for purposes of this Agreement, including the calculation of the Acquisition Transaction Consideration, the Book Value of BB shall not be reduced by the value of the Cash Holdback; provided, however, that for purposes of calculating the number of shares of SAB Common Stock to be delivered by SAB at Closing, SAB shall subtract the number of shares of SAB Common Stock equal to the value of the Cash Holdback, calculated as follows: the cash value of the Cash Holdback divided by the SAB Per Share Value.”
