Holdback Account. (a) At the Closing Buyer will deposit the Holdback with Nations Bank, or other mutually acceptable financial institution, as Custodian (the "Custodian") under the terms of a Custodial Agreement (the "Custodial Agreement") among the Sellers' Representative, Buyer and the Custodian in substantially the form attached hereto as Exhibit 10.3, with such changes therein as are required by the Custodian to serve in such capacity and are reasonably acceptable to the Buyer and the Sellers' Representative. The Custodian shall hold the Holdback Account to secure such indemnification obligations of the Sellers under this Agreement. The Buyer shall proceed first to satisfy its claims for indemnification from the Holdback Account before it shall be entitled to proceed against any of the Sellers. Any portion of the Holdback Account necessary to satisfy the Sellers' indemnification obligations shall be disbursed to the Buyer in accordance with the procedures set forth in the Custodial Agreement. Funds in the Holdback Account that are not required to satisfy the Sellers' indemnification obligations shall be disbursed to the Sellers as follows:
(i) one-half (1/2) shall be disbursed to the Sellers in accordance with the Custodial Agreement on the first anniversary of the Closing Date, less any amounts required to be paid to the Buyer to indemnify it against all of the Buyer's Damages with respect to such matters;
(ii) Any funds remaining in the Holdback Account after the Sellers' obligations have been fully satisfied in accordance with this Agreement shall be disbursed to the Sellers in accordance with the procedures set forth in the Custodial Agreement.
(b) The Holdback Account shall be administered in accordance with the Custodial Agreement. All interest on, or other earnings of, the Holdback Account, shall be deemed as income of the Sellers and not the Holdback Account or the Buyer, and the Sellers shall pay any taxes attributable to such income. All interest on, or other earnings of, the Holdback Account shall be distributed to the Sellers in accordance with the Custodial Agreement.
Holdback Account. (a) As consideration for Lender not funding the entire Loan on the Closing Date, and in consideration of Lender agreeing to make the Holdback available pursuant to the terms and conditions of Section 2, on the Closing Date, Borrower shall deposit Two Hundred Twenty-Seven Thousand One Hundred and No/100 Dollars ($227,100.00) (the “Availability Consideration”) into an interest bearing account at Lender (the “Holdback Account”).
(b) If the Holdback is not disbursed by the end of the Disbursement Period, Lender shall retain the Availability Consideration as consideration for having committed to make the Holdback available to Borrower. If Lender advances the Holdback to Borrower, the Availability Consideration shall be returned to Borrower, concurrently with the disbursement of the Holdback.
Holdback Account. Maintain an amount equal to $50,000 in escrow, from which $1,000 shall be disbursed (pursuant to instructions to be given to Escrow Holder by Buyer) to Buyer on the first day of each month following the Start Date (defined below). On the first day of each month during the period commencing on the Closing Date and ending on the day immediately preceding the Start Date, $1,000 shall be disbursed by Escrow Holder to Seller. Such disbursements shall be made without further instructions from either party hereunder, unless Buyer has notified Escrow Holder in writing that the License Agreement, as amended, has been mutually terminated and is of no further force and effect. Such disbursements shall cease to be made upon the earlier of the date no funds remain in such holdback account or the term of the License Agreement has expired. In the event the License Agreement has been mutually terminated or its term has expired, any funds remaining in the escrow account shall be disbursed to Seller (except to the extent of any unpaid amounts due thereunder to licensor, which shall be paid to licensor). The term "Start Date" shall mean the date set forth in a written notice from the licensee to the licensor under the License Agreement upon which licensee intends to commence its use of the Spaces (as defined in the License Agreement) in accordance with the terms thereof (provided that such written notice must be received by the licensor no less than 15 days prior to the commencement date set forth in such notice). Notwithstanding anything to the contrary, for the period following the date licensee notifies licensor in writing it no longer intends to use any of the Spaces (and no use is actually made of the Spaces) until the date which is 15 days following the date that the Licensee's Successor-In-Interest (as defined herein) notifies the licensor in writing that it intends to re- commence the use of the Spaces, $1,000 shall be disbursed to Seller on the 1st day of each month. For purposes of this Agreement, the term "Licensee's Successor-In-Interest" shall mean licensee's lenders and any entity which acquires licensee's business. Licensee (as opposed to any Licensee's Successor-in- Interest) shall in no event have the right to re-commence the use of the Spaces following its delivery to licensor of a notice cancelling its use of the Spaces. Licensee shall notify Licensee's Successor-in-Interest that Licensee's Successor-in- Interest shall have no right to use any of the Space...
Holdback Account. The Purchaser shall establish a holdback account on its books (the “Holdback Account”) and shall hold back at Closing (and record in such Holdback Account), the Holdback Amount, which shall be treated in accordance with Section 7.9.
Holdback Account. On or prior to the Closing Date, the Borrower shall establish at Account Bank, an account which shall constitute the Holdback Account: account number #2000061913655. Account Bank shall have entered into a control agreement in the form of Exhibit Z hereto with respect to the Holdback Account which grants the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in such accounts and all funds and proceeds therein. The Borrower shall take such further actions and execute such further documents in connection therewith as the Administrative Agent may request in order to perfect or maintain the perfection or first priority of the Lien of the Secured Parties in the Holdback Account. A portion of the Loan shall be deposited into the Holdback Account in an amount equal to $15,529,957.15 on the Closing Date and such deposit shall be maintained in the Holdback Account pursuant to the terms of this Agreement.
Holdback Account. Pursuant to the Cash Management Agreement, the Borrowers shall jointly open and maintain at the Central Account Bank an interest bearing Eligible Account in the name of Lender, as secured party hereunder to serve as the "Holdback Account" (the "Holdback Account"). On the Closing Date, an amount equal to $15,000,000 (such amount, together with any and all interest accrued thereon, the "Holdback Amount") shall be deposited into the Holdback Account from the proceeds of the Loan. The Holdback Account shall at all times be an Eligible Account. Subject to the provisions of Section 7.4(B) below, the -57- Borrowers shall have no right of withdrawal from the Holdback Account, and the Holdback Account shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer).
Holdback Account. The Company agrees to a holdback account of three thousand dollars ($3000.00) to be deducted at the rate of five hundred dollars ($500.00) per statement due to the Operator. This fund will be used as follows:
Holdback Account. 3 1.17 Pay Units ....................................................... 3 1.18
Holdback Account. If (i) by March 23, 2008, the Issuer has not delivered to the Trustee a copy of the U.K. Tax Confirmation or (ii) prior to March 23, 2008, the Parent furnishes an Officer’s Certificate to the Trustee evidencing that the HMRC has declined to furnish the U.K. Tax Confirmation, then the Trustee shall transfer the funds in the Holdback Account to the Collection Account on the immediately succeeding Payment Date for inclusion in the Available Collections Amount for distribution to the Noteholders to pay interest on and principal of the Class A Notes (without premium or penalty). In no event shall any such payment of principal of the Class A Notes be made until all interest due on the Class A Notes (including any accrued and unpaid interest) is paid in full. If prior to the transfer of funds from the Holdback Account in accordance with the first sentence of this Section 3.12 (a) the Issuer delivers to the Trustee a copy of the U.K. Tax Confirmation and (b) the Issuer delivers to the Trustee an Officer’s Certificate to the effect that no Default or Event of Default has occurred and is continuing as of such date, then within two Business Days of the delivery of such copy of the U.K. Tax Confirmation and Officer’s Certificate the Trustee shall release all of the funds then in the Holdback Account to the Parent.
Holdback Account. Holdback Account means an account established by the Owner pursuant to GC 5.1.2.
