Holdback Amounts. Credits and liquidated damages, if any; and
Holdback Amounts. With respect to any Mortgage Loan for which there are Holdback Amounts, such Holdback Amounts have been deposited in the Holdback Account.
Holdback Amounts. See paragraph 12.E.ii and iii for determining holdback amounts on GRP Grant transactions. The GRP Loan/Grant. The requirements particular to administration of the GRP Loan with a GRP Grant include: Initial Deposit. The initial deposit to the Retrofit Disbursement Account for a GRP Loan and Grant transaction will consist of all loan proceeds, the GRP Pre-Development Incentive from the GRP Grant and initial Owner contribution, if any. If required by HUD, two accounts will be established in accordance with section 4 of this RFA.
Holdback Amounts. With respect to each RTL Mortgage Loan, Cherrywood Mortgage Loan and CRE Bridge Mortgage Loan, the applicable Seller shall hold or cause to be held all related Holdback Amounts (exclusive of the related Non-Segregated Holdback Amounts) not yet disbursed to the related Mortgagor in the applicable Holdback Account and shall apply the same to improve and rehabilitate the related Mortgaged Property in accordance with the related Loan Documents. Except to the extent such funds (with respect to any Purchased Asset that is an RTL Mortgage Loan) are held in a Collection Holdback Sub-Account, the applicable Seller shall hold (or cause to be held) the related Holdback Amounts (exclusive of the related Non Segregated Holdback Amounts) in the applicable Holdback Account for the benefit of Buyer. With respect to any Purchased Asset that is an RTL Mortgage Loan, following the occurrence of a Holdback Trigger Event, the applicable Seller shall cause the related Holdback Amounts (including, for the avoidance of doubt, the related Non-Segregated Holdback Amounts) to be held in the applicable Collection Holdback Sub Account in accordance with the related Loan Documents. The applicable Seller shall apply (or shall cause to be applied) the related Disbursed Holdback Amount in accordance with the related Loan Documents.
Holdback Amounts. At the Closing, Purchaser shall deliver the Working Capital Holdback Amount and the Indemnity Holdback Amount to the Escrow Agent, each to be held pursuant to the terms and conditions set forth in Section 2.5.
Holdback Amounts. The Parties agree that at Closing:
(a) the Cash Consideration, net of the amount provided for in Section 2.4, shall be paid to the Vendor's Counsel, the Vendor's Counsel shall deposit such amount (the "Holdback Amount") in an interest bearing trust account and such amount shall be released as set forth in Section 2.4 and 2.5 hereof. Any interest earned on the Holdback Amount shall be paid to the applicable party as the case may be per Section 2.4; and
(b) 50% of the Consideration Shares (the "Holdback Shares") shall be considered to be subject to holdback and return to the Purchaser for cancellation for a Representation Breach (as such term is defined in Section 2.5(a)).
Holdback Amounts. Save for amounts held back or offset by the Province pursuant to Section 17.1, Periodic Payments will not be subject to reduction because of holdbacks required to be retained by an owner under the Builders Lien Act (British Columbia). If, for any reason, the Province retains a holdback in respect of builders liens that is not specifically permitted by this Agreement, such holdback will not be funded from amounts payable to the Operator and the Periodic Payments will not be reduced as a result thereof.
Holdback Amounts. See paragraph 12.E.ii and iii for determining holdback amounts on GRP Grant transactions.
Holdback Amounts. The following amounts shall be withheld by Parent from the amount of the Merger Consideration payable at Closing:
(i) $2,700,000 (the “Indemnity Holdback”), which amount shall be withheld by Parent to secure claims by Parent for indemnification pursuant to Article VIII; and
(ii) The amount, if any, on a dollar for dollar basis, by which the Estimated Working Capital (as defined infra) falls below the Benchmark Working Capital (the “Working Capital Holdback”), which amount shall be withheld by Parent pending the determination of the amount of Final Working Capital (as defined infra) and the amount of the Working Capital Adjustment, if any, conformably with Section 1.6.
Holdback Amounts. At the Effective Time, Parent shall withhold (i) the Total Consideration otherwise payable pursuant to Section 2.1 to each Holdback Employee in respect of his shares of Company Capital Stock (excluding any New RSUs held by such Holdback Employee that are assumed by Parent pursuant to Section 6.5) minus (ii) the Escrow Amount applicable to such Holdback Employee calculated pursuant to Section 2.2(a), which shall be deposited with the Escrow Agent in accordance with Section 2.2(a) minus (iii) the Representative Fund Amount applicable to such Holdback Employee calculated pursuant to Section 2.2(d), which shall be deposited with the Escrow Agent in accordance with Section 2.2(d) (collectively, the “Holdback Amounts”). The Holdback Amounts shall be held by Parent or, at Parent’s election, the Paying Agent and administered following the Closing in accordance with the terms of the Holdback Agreements. The parties acknowledge and agree that the Holdback Amounts are intended to be part of the aggregate acquisition consideration payable in exchange for Company Capital Stock in accordance with this Agreement, and the parties agree to report payments of the Holdback Amounts for U.S. federal and state and foreign income Tax purposes consistent with such treatment unless otherwise required by Applicable Law.