Hold Back Amount Sample Clauses

Hold Back Amount. Each of the Company Shareholders agrees that AremisSoft shall have the right to off set all or a portion of the Hold Back Amount approximately equal in value to the total amount of any Indemnified Losses which are discovered prior to June 30, 2000. To the extent that the Indemnified Losses exceed the value of the Hold Back Amount, or in the event the Indemnified Losses are discovered after the Hold Back Amount has been paid to the Company Shareholders, the Company Shareholders shall make payment for Indemnified Losses under this Section 7 in cash legal tender of the United States of America to the extent sufficient to satisfy all Indemnified Losses.
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Hold Back Amount. If the final determination of the total cost of S&S Inventory set forth on Schedule 1.1, pursuant to the terms of Section 2.5, reveals that the total cost of S&S Inventory is (x) less than such cost set forth on Schedule 1.1 (the amount of such difference, the "Inventory Shortfall Amount"), Buyer shall be entitled to retain a portion of the Hold Back Amount equal to the Inventory Shortfall Amount and shall promptly, but no later than ten (10) business days after the Examination or the final determination of the Auditor, as the case may be, remit to Seller an amount equal to the Hold Back Amount minus the Inventory Shortfall Amount; provided that if the Inventory Shortfall Amount exceeds the Hold Back Amount, Buyer shall retain the Hold Back Amount and Seller shall refund to Buyer a portion of the Purchase Price equal to any such excess; or (y) greater than such cost set forth on Schedule 1.1 (the amount of such difference, the "Inventory Excess Amount"), Buyer shall promptly, but no later than ten (10) business days after the Examination or the final determination of the Auditor, as the case may be, remit to Seller an amount equal to the Hold Back Amount plus the Inventory Excess Amount.
Sample 1
Hold Back Amount. (a) The Hold Back Amount shall be deducted from the amount of the Purchase Price paid on the Closing Date, as provided by Section 3.1(b). The Hold Back Amount shall be adjusted (the “Adjusted Hold Back”) (a) on January 31, 2006, to an amount equal to seven percent (7%) of the highest outstanding principal balance of each Loan in the Portfolio on which no Event of Default (as defined in the Loan Documents) shall have occurred and been declared at that time (including outstanding but undrawn Letters of Credit) during the three months preceding January 31, 2006 plus one hundred percent (100%) of the unpaid principal balance, accrued interest and unpaid fees, expenses and charges due on any Loans in the Portfolio on which an Event of Default (as defined in the Loan Documents) shall have occurred and been declared at that time, and (b) July 31, 2006 and on January 31 and July 31 of each year thereafter, an amount (not to exceed the Hold Back Amount) equal to seven percent (7%) of the highest outstanding principal balance of each Loan remaining in the Portfolio at the time of calculation on which no Event of Default (as defined in the Loan Documents) (including outstanding but undrawn Letters of Credit) during the three months preceding January 31 of such year plus one hundred percent (100%) of unpaid principal balance, accrued interest and unpaid fees, expenses and charges due on any Loans on which an Event of Default (as defined in the Loan Documents) shall have occurred and been declared at that time. The Buyer shall pay the amount due pursuant to this Section 3.3(a) in accordance with the provisions of Section 3.3(d). (b) The Hold Back Amount is intended to fully compensate Buyer for each Loss recorded by Buyer on Buyer’s books and records with respect to a Loan in the Portfolio. With respect to each Loss, the Hold Back Amount shall be immediately, automatically and permanently debited by the amount of such Loss (the “Hold Back Reduction”) and the Hold Back Reduction shall be credited to Buyer. For the avoidance of doubt, if a $50,000 Loss occurs with regard to a Loan, the Hold Back Amount shall be reduced by $50,000 and credited to Buyer to make Buyer whole. Upon crediting the Loss to Buyer, the Buyer’s records shall reflect that the Hold Back Amount has been permanently reduced by such amount for all purposes. In the event that a Loss, which previously resulted in a Hold Back Reduction, is subsequently recovered, Buyer’s records shall reflect that the Hold...
Sample 1
Hold Back Amount. In order to (A) provide for a source of funds to indemnify and defend Purchaser and its Affiliates and their respective stockholders, officers, directors and employees (i) pursuant to Section 7.1 of each of this Agreement and the Prior Sale Agreement and (ii) pursuant to SECTION 12.2 of the Servicing Agreement and (B) to secure Seller's obligations to repurchase or adjust the purchase price in respect of Covered Accounts pursuant to SECTION 2.7 of each of this Agreement and the Prior Sale Agreement, Purchaser shall deposit from the Purchase Price hereunder with the Escrow Holder on the Closing Date an amount equal to the difference between the amount in Escrow on the day prior to the Closing Date and the Hold Back Amount. The Hold Back Amount shall be held by the Escrow Holder pursuant to the terms of an Escrow Agreement as amended and restated in the form attached hereto as EXHIBIT E and shall be payable to Seller as provided in SECTION 3.8.
Sample 1
Hold Back Amount. On the Closing Date, the Escrow Amount will be funded eighty-five percent (85%) out of the Cash Purchase Price and fifteen percent (15%) out of the Notes Purchase Price and will be separated into: (a) a separate fund in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "First Hold Back Amount") to be held by the Escrow Agent for a period of sixty (60) days after the Closing Date (the "Initial Hold Back Period"); and (b) a separate fund in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "Second Hold Back Amount") to be held by the Escrow Agent for a period of one hundred twenty (120) days after the Closing Date (the "Secondary Hold Back Period" and, together with the Initial Hold Back Period, the "Hold Back Period).
Sample 1
Hold Back Amount. The Hold-Back Amount shall be equal to $100,000, which approximates the cost to process assignments. The Hold-Back Amount will be released by Purchaser to Seller as true and certified copies of the assignments submitted for recording are delivered to Purchaser. The amount to be released on the fifth day of each month shall be calculated by multiplying the Hold-Back Amount by the percentage of the assignments received the previous month, plus accrued interest thereon calculated at an annual rate of 4%. Such percentage shall be calculated by dividing the number of assignments which were received as of month-end by the number of assignments outstanding on each Transfer Date. In the event any assignments remain incomplete as of March 1, 1996, Purchaser may arrange for the completion of such assignments and the cost for such arrangement will be paid by Purchaser from the Hold-Back Amount.
Sample 1
Hold Back Amount. In order to secure Seller's obligations (i) to indemnify Purchaser and its Affiliates and their respective stockholders, officers, directors and employees pursuant to SECTION 7.1, (ii) to repurchase or adjust the purchase price in respect of Covered Accounts pursuant to SECTION 2.8, (iii) to indemnify Purchaser and its Affiliates and their respective stockholders, officers, directors and employees pursuant to SECTION 12.2 of the Servicing Agreement, and (iv) to pay compensation pursuant to SECTION 6.4 of the Servicing Agreement, Purchaser shall deposit with the Escrow Holder on the Closing Date the portion of the Purchase Price equal to the Hold Back Amount. The Hold Back Amount shall be held by the Escrow Holder pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT E and shall be payable to Seller as provided in SECTION 3.8.
Sample 1
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Hold Back Amount. At the Closing the Purchaser shall deposit in an escrow account (the “Escrow Account”) created pursuant to the Escrow Agreement attached to this Agreement as Exhibit A (the “Escrow Agreement”) cash in the amount of $450,000 (the “Hold-Back Amount”). The Escrow Agreement provides, among other things, that unless the Purchaser has notified the escrow agent identified in the Escrow Agreement (the “Escrow Agent”) and the Shareholder of a pending claim in accordance with the provisions of Article VII hereof, 50% of the Hold-Back Amount remaining in the Escrow Agent’s possession on the first anniversary of the Closing Date shall be released to the Shareholder at that time, and any Hold-Back Amount remaining in the Escrow Agent’s possession on the second anniversary of the Closing Date shall likewise be released to the Shareholder at that time.
Sample 1
Hold Back Amount. Within ten (10) Business Days after the first anniversary of the Effective Time, Parent shall deliver to the Stockholders’ Representative written notice of the current Hold-back Amount, as adjusted to date in accordance with Section 1.5 and Article 7. Within three (3) Business Days of receipt of the notice, Stockholders’ Representative shall deliver to Parent a Hold-back Allocation Certificate. Parent shall pay or cause to be paid the Hold-back Amount in accordance with the Hold-back Allocation Certificate within thirty (30) days following receipt of the Hold-back Allocation Certificate.
Sample 1

Related to Hold Back Amount

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Escrow Amount (a) The Escrow Agent shall hold the Escrow Stock, Escrow Cash and USVI Tax Escrow in accordance with the terms and conditions of an escrow agreement, by and among the Parent, the Seller, and the Escrow Agent, in substantially the form attached hereto as Exhibit 2.6 (the “Escrow Agreement”). The Escrow Stock and Escrow Cash shall remain in escrow following the Closing to cover any indemnification claims in accordance with the terms of the Escrow Agreement and Section 11.7 hereof. The USVI Tax Escrow shall remain in escrow following the Closing to cover any indemnification claim related to USVI Exposure. (b) The Escrow Agreement shall provide that the Escrow Stock shall be released as follows (each date of escrow release, an “Escrow Release Date”) and the value of each share of Parent Common Stock for purposes of this Section 2.6(b) equal to the Issuance Price: (i) twenty-five percent (25%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the nine (9) month anniversary of the Closing Date (the “First Escrow Release Date”); (ii) thirty-three and one-third percent (33.33%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the twelve (12) month anniversary of the Closing Date; (iii) fifty percent (50%) of the Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the fifteen (15) month anniversary of the Closing Date; and (iv) any Escrow Stock then remaining in escrow less a number of shares of Parent Common Stock with a value equal to the amount of any outstanding claims will be released to Seller on the eighteen (18) month anniversary of the Closing Date (the “Final Escrow Release Date”.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Balance Transfer Fee If you request a Balance Transfer, in addition to the Interest Charge which will accrue on the balance transfer, you agree to pay a fee of three percent (3%) of the amount of the Balance Transfer subject to a minimum fee of $10.00

  • Unused Escrow Funds In the event that a Closing does not occur when required under the Contract, or in the event that the Closing does occur but Escrow Funds remain in an account with Escrow Agent, the Escrow Agent shall notify OPWC in writing promptly thereafter. After receipt of such notice, OPWC shall deliver written instructions to Escrow Agent directing Escrow Agent’s release of the Escrow Funds. Immediately upon Escrow Agent’s receipt of such notice from OPWC, Escrow Agent shall release the Escrow Funds, or balance thereof, in accordance with OPWC’s written instructions.

  • Indemnity Escrow (i) At or prior to the Closing, Pubco, the Seller Representative and American Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to Purchaser and the Company), as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to Purchaser and the Company (the “Escrow Agreement”), pursuant to which Pubco shall cause to be delivered to the Escrow Agent a number of Class B Exchange Shares (each valued at the Redemption Price) equal to (x) fifteen percent (15%) of the estimated Exchange Consideration, divided by (y) the Redemption Price otherwise issuable to the Sellers at the Closing based on the Estimated Closing Statement (such Class B Exchange Shares, together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, in each case, as long as they remain in the Indemnity Escrow Account, the “Indemnity Escrow Shares”) to be held, along with any other dividends, distributions or other income on the Indemnity Escrow Shares, in each case, as long as they remain in the Indemnity Escrow Account (together with the Indemnity Escrow Shares, the “Indemnity Escrow Property”), in a segregated escrow account (the “Indemnity Escrow Account”) and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. The portion of the Class B Exchange Shares that shall be withheld at the Closing for deposit in the Indemnity Escrow Account, and any disbursement from the Indemnity Escrow Account to Pubco, shall be allocated between the Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves). The Indemnity Escrow Shares shall serve as the sole and exclusive source of payment of the obligations of the Sellers under Section 2.5(d) and the obligations of the Indemnitors pursuant to Article IX (other than with respect to (A) Fraud Claims or (B) any indemnification claims for breach of any Company and Seller Fundamental Representations, for which the Main Seller shall be solely responsible). Unless otherwise required by Law, all distributions made from the Indemnity Escrow Account shall be treated by the Parties as an adjustment to the Exchange Consideration received by the Sellers pursuant to Article II hereof. Each Class B Seller shall be deemed to be the owner of such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares during the time such Indemnity Escrow Shares are held in the Indemnity Escrow Account, subject to the retention of any dividends, distributions and other earnings thereon in the Indemnity Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. Each Class B Seller shall have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Indemnity Escrow Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Indemnity Escrow Account as Indemnity Escrow Shares. (ii) (A) Within three (3) Business Days after the twelve (12) month anniversary of the Closing Date (such anniversary, the “First Escrow Release Date”), the Purchaser Representative and Seller Representatives shall give joint written instruction to the Escrow Agent directing the release of the First Released Escrow Property (if any) to the Class B Sellers; (B) within three (3) Business Days after the twenty-four (24) month anniversary (such anniversary, the “Expiration Date”), the Purchaser Representative and Seller Representatives shall give joint written instruction to the Escrow Agent directing the release of all remaining Indemnity Escrow Property (if any) to the Class B Sellers; and (C) the Indemnity Escrow Property shall not be subject to any indemnification claim to the extent such claim is made after the Expiration Date; provided, however, with respect to any indemnification claim made in accordance with Article IX hereof on or prior to the Expiration Date that remains unresolved at the time and are still contested by an Indemnitee in good faith as of the Expiration Date (any such claim, a “Pending Claim”), an amount of the Indemnity Escrow Property with a value (with respect to the Indemnity Escrow Shares, calculated based on the Pubco Share Price as of the Expiration Date) equal to the aggregate amount of the Pending Claims set forth in the Claim Notice provided by the Purchaser Representative in accordance with Section 9.4 (as adjusted in accordance with Section 9.4(b)) shall remain in the Indemnity Escrow Account until such time as such Pending Claim shall have been finally resolved and paid pursuant to the provisions of Article IX. After the Expiration Date, to the extent that the value of the remaining Indemnity Escrow Property (with respect to the Indemnity Escrow Shares, calculated based on the Pubco Share Price) exceeds the aggregate amount of (a) resolved but unpaid claims in favor of an Indemnitee and (b) the Pending Claims set forth in the Claim Notice (as adjusted in accordance with Section 9.4(b)) submitted prior to the Expiration Date, an amount of Indemnity Escrow Property having a value (with respect to the Indemnity Escrow Shares, calculated based on the Pubco Share Price) equal to such excess shall be promptly (and no later than three (3) Business Days) disbursed by the Escrow Agent to the Class B Sellers (and Purchaser Representative and Seller Representatives shall promptly give joint written instructions to the Escrow Agent directing such release), with respect to each release of the Indemnity Escrow Property to the Class B Sellers, each such Seller shall receive such Seller’s relative Pro Rata Share (as between themselves) of such Indemnity Escrow Property. Promptly after the final resolution of all Pending Claims and payment of all indemnification obligations in connection therewith, the Escrow Agent shall transfer any Indemnity Escrow Property remaining in the Indemnity Escrow Account to the Class B Sellers with each such Seller receiving such Seller’s relative Pro Rata Share (as between themselves) of such Indemnity Escrow Property.

  • Settlement Amount If the Non-Defaulting Party has declared an Early Termination Date pursuant to Section 7.2(b), the Non-Defaulting Party shall have the right to (i) accelerate all amounts owing between the Defaulting Party and the Non-Defaulting Party and to liquidate and terminate the undertakings set forth in this Agreement as between the Defaulting Party and the Non-Defaulting Party; and (ii) withhold any payments due to the Defaulting Party under this Agreement pending payment of the Termination Payment. The Non-Defaulting Party will calculate, in a commercially reasonable manner, the Settlement Amount with respect to the Defaulting Party’s obligations under the Agreement and shall net the Settlement Amount in the manner provided for in Section 7.3(c).

  • Tax Gross-Up Amount Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

  • Escrow Fund Prior to any amount being distributed to any Company Holder pursuant to Section 2.6, the Escrow Fund will be withheld from the Merger Consideration and deposited with the Escrow Agent. The Indemnity Portion of the Escrow Fund will be held for the purpose of securing the indemnification obligations of the Company set forth in this Agreement. The Adjustment Portion of the Escrow Fund will be held for the purpose of securing any obligation of the Company to make a payment to Purchaser pursuant to Section 2.13(d). The Escrow Fund will be withheld from the aggregate amount of Merger Consideration otherwise payable to each Company Holder pursuant to Section 2.6, with each Company Holder’s portion of the Escrow Fund equal to its Company Holder Percentage Interest. The Shareholders’ Agent Expense Portion of the Escrow Fund will be held for the purpose of funding any expenses of the Shareholders’ Agent arising in connection with the administration of the Shareholders’ Agent’s duties in this Agreement after the Effective Time. The Escrow Agreement will provide for (i) the release of the Adjustment Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the final determination of the Merger Consideration pursuant to Section 2.13(c) (but, for the avoidance of doubt, after any required payment to Purchaser pursuant to Section 2.13(d) has been made), (ii) the release, subject to a reserve in the aggregate amount of all pending claims, of the Indemnity Portion of the Escrow Fund remaining in the escrow account (in accordance with Company Holder Percentage Interests for any amounts payable to the Company Holders) within five (5) Business Days after the earlier of (A) the date Purchaser completes an audit of the Company for 2014 (such date to be confirmed in writing by Purchaser to the Shareholders’ Agent), or (B) April 1, 2015; and (iii) the release of the Shareholders’ Agent Expense Portion of the Escrow Fund upon receipt of written notice from the Shareholders’ Agent. Following payment of the last balance remaining in the Indemnity Portion of the Escrow Fund that was reserved for a claim made by any Indemnified Persons under Section 9 of this Agreement (or the definitive withdrawal or resolution of such claim), and after payment of any Shareholders’ Agent expenses from the Shareholders’ Agent Expense Portion of the Escrow Fund, Purchaser and the Shareholders’ Agent will direct the Escrow Agent to pay to the Company Holders (or with respect to the Company Holders that were holders of Vested Company Options that were cancelled under Section 2.6(c)(i), to the Surviving Corporation for payment to the Company Holders who are entitled to such Company Holders through the Surviving Corporation’s payroll) in accordance with their Company Holder Percentage Interests an aggregate amount that is equal to any remaining balance of the Escrow Fund.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

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