DISTRIBUTION OF HOLDBACK Sample Clauses

DISTRIBUTION OF HOLDBACK. On the 120th day after the Closing Date, Purchaser shall pay to Seller an amount equal to the amount of the Holdback (together with all accrued but undistributed interest thereon), if any, remaining after (i) all amounts owing to Purchaser pursuant to Section 2.3 have been satisfied and (ii) all claims of Purchaser under Section 9.2 which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount which Purchaser claims, prior to such 90th day, that it is entitled to receive pursuant to Section 2.3 or Section 9.2 (each, a Pending Claim"). As soon as practicable following final resolution of all Pending Claims, Purchaser shall pay to Seller an aggregate amount equal to the portion, if any, of the Holdback (together with all accrued but undistributed interest thereon) which remains after payment of the Remaining Holdback and final resolution of all Pending Claims.
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DISTRIBUTION OF HOLDBACK. On the 12 month anniversary of the First Closing Date, fifty percent (50%) of the Holdback, less the amount of any Loss for which reductions have been made out of the Holdback as of such date, or for which there are indemnification claims then pending, shall be paid to Sellers. The remainder of the Holdback, less the amount of any Loss for which reductions have been made out of the Holdback as of such date, or for which there are indemnification claims then pending, shall be paid to Sellers on the 24 month anniversary of the First Closing Date. Buyer shall be permitted to deduct the amount of any Loss that is agreed or resolved in accordance with the terms of this Agreement out of the Holdback. Promptly following the resolution of any indemnification claims then pending, any amount of the Holdback not payable to Buyer based on the resolution of a particular claim that was previously retained shall be paid to Seller.
Sample 1
DISTRIBUTION OF HOLDBACK. On the 90th day after the Closing Date, Purchaser shall pay to Seller an amount equal to the amount of the Holdback (together with all accrued but undistributed interest thereon paid at an annual interest rate of 8.5%), if any, remaining after (i) all amounts owing to Purchaser pursuant to Section 2.3 have been satisfied and (ii) all claims of Purchaser under Section 8.2 which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which Purchaser claims, prior to such 90th day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a Pending Claim"); provided that Purchaser shall not be obligated to make such payment to Seller until Seller has provided to Purchaser evidence that all of the Lien Releases (as defined in Section 10.7) have been obtained. As soon as practicable following final resolution of all Pending Claims, Purchaser shall pay to Seller an aggregate amount equal to the portion, if any, of the Holdback (together with all accrued but undistributed interest thereon) which remains after payment of the Remaining Holdback and final resolution of all Pending Claims.
Sample 1
DISTRIBUTION OF HOLDBACK. On the 150th day after the ------------------------ Closing Date, the Purchaser shall pay to the Seller an amount equal to the amount of the Holdback, if any, remaining after (i) all amounts owing to the Purchaser pursuant to Section 2.2 (Purchase Price Adjustment) have been satisfied, (ii) all amounts owing to the Purchaser pursuant to Section 2.4 (Account Receivable) have been satisfied, and (iii) all claims of the Purchaser under Section 8.2 (Indemnification) which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which the ------------------ Purchaser in good faith claims, prior to such 150th day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a "Pending Claim"). As ------------- soon as practicable following final resolution of all Pending Claims, but in any event no later than the second anniversary of the date hereof, the Purchaser shall pay to the Sellers the remaining portion of the Holdback.
Sample 1
DISTRIBUTION OF HOLDBACK. On the 90th day after the Closing Date, the Purchaser shall pay to BRTI an amount equal to the amount of the Holdback (together with all accrued but undistributed interest thereon), if any, remaining after (i) all amounts owing to the Purchaser pursuant to Section 2.5 have been satisfied and (ii) all claims of the Purchaser under Section 8.2 which have theretofore been finally resolved have been satisfied (the "Remaining Holdback") less any amount for which the Purchaser claims, prior to such 90th day, that it is entitled to receive indemnification pursuant to Section 8.2 (each, a "Pending Claim"). As soon as practicable following final resolution of all Pending Claims, the Purchaser shall pay to BRTI an aggregate amount equal to the portion, if any, of the Holdback (together with all accrued but undistributed interest thereon) which remains after payment of the Remaining Holdback and final resolution of all Pending Claims.
Sample 1
DISTRIBUTION OF HOLDBACK. On the 90th day after the Closing Date (or such later date as the Actual Net Equity is as finally determined pursuant to Section 2.3(a) above), the Escrow Agent shall pay to the Representative (on behalf of the Sellers) an amount equal to the amount of funds in the Holdback Escrow Account, if any, remaining after all amounts owing to the Purchaser pursuant to Section 2.3 have been satisfied.
Sample 1
DISTRIBUTION OF HOLDBACK. Subject to the provisions of Section 3.2, on the one year anniversary of the Closing Date (the "Distribution Date"), Parent shall distribute to the Shareholders any Parent Preferred Shares remaining in the Holdback, less that number of Parent Preferred Shares having a value equal to any Pending Claims (based on the value of the Parent Preferred Shares on the Closing Date as provided in Section 2.1 of the Merger Agreement) outstanding on such Distribution Date. Parent shall be entitled to retain that portion of the Parent Preferred Shares in the Holdback equal to one hundred percent (100%) of such unsatisfied Pending Claims, plus accrued interest thereon from the date of the Claim Notice(s), and only the remaining balance of Parent Preferred Shares shall be delivered to the Shareholders. With respect to such Pending Claims, this Agreement shall remain in effect until such claims have been resolved in accordance with the procedures set forth in Section 2 of this Agreement.
Sample 1
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DISTRIBUTION OF HOLDBACK. 16 ARTICLE 3
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Related to DISTRIBUTION OF HOLDBACK

  • Distribution of Cash (a) Subject to Sections 5.02(c), (d) and (e), the Partnership shall distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with their respective Percentage Interests on the Partnership Record Date. (b) In accordance with Section 4.04(a)(ii), the LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP Unit equal to the Common Partnership Unit Distribution. (c) If a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next following the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such additional Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date. (d) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount, the entire Distributable Amount shall be treated as a distribution of cash to such Partner, or (ii) if the Distributable Amount is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership Loan from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner fails to pay any amount owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have extended a General Partner Loan to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) 300 basis points above the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, Eastern Edition, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full. (e) In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive a cash dividend as the holder of record of a REIT Common Share for which all or part of such Partnership Unit has been or will be redeemed.

  • Certain Distributions If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the date such distribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution per share of Common Stock has a value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least 50 Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), then the Company may instead elect to provide such notice at least ten Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the contrary in this Section 5.01(C)(i)(3)(a), in the case of any separation, from the Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clauses (I) and (II) above, in no event will the Company be required to provide such notice before the Business Day after the date the Company becomes aware of the event causing such separation.

  • Distribution of Funds Deliver (i) to Seller, or order, the cash portion of the Purchase Price, adjusted for prorations, charges and other credits and debits provided for herein; and (ii) to Buyer, or order, any excess funds delivered to Escrow Agent by Buyer. Such funds shall be delivered by wire transfer or cashier’s check in accordance with instructions for Seller and Buyer; if no instructions are given, Escrow Agent shall deliver such funds by Escrow Agent’s check via overnight courier (or as otherwise requested by the intended recipient) to the appropriate party at the address set forth for notice in this Agreement.

  • Distribution of Benefit The Bank shall distribute the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following Separation from Service. The annual benefit shall be distributed to the Executive for fifteen (15) years.

  • Distributions Upon Liquidation Notwithstanding Section 5.1, proceeds from a Liquidating Event shall be distributed to the Partners in accordance with Section 13.2.

  • Rights of Holders to Receive Payment Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and premium, if any, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

  • Limitation Upon Distributions Notwithstanding Section 3.1 above, no distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

  • Distribution of Agreement The Employer agrees to make available to each employee a copy of this Agreement and to provide a copy of the same Agreement to all new employees entering the employment of the Employer.

  • Distribution of Proceeds In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the assets of the Borrower or the Guarantors, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the other Loan Documents or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such monies; (b) Second, to all other Obligations and Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy or other proceeding under any Insolvency Law) in such order or preference as the Majority Lenders shall determine; provided, that (i) Swing Loans shall be repaid first, (ii) distributions in respect of such other Obligations shall include, on a pari passu basis, any Agent’s fee payable pursuant to §4.2, (iii) in the event that any Lender is a Defaulting Lender, payments to such Lender shall be governed by §2.13, and (iv) except as otherwise provided in clause (iii), Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses and Hedge Obligations (but excluding the Swing Loans) shall be made among the Lenders and Lender Hedge Providers, pro rata, and as between the Revolving Credit Loans and Term Loans pro rata; and provided, further that the Majority Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; and (c) Third, the excess, if any, shall be returned to the Borrower or to such other Persons as are entitled thereto.

  • Distribution of Profits Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

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