Holdback Amounts Sample Clauses
The Holdback Amounts clause establishes that a portion of payment or funds will be temporarily withheld by one party, typically until certain conditions or obligations are fulfilled. In practice, this might involve retaining a percentage of the contract price until the completion of specific milestones, delivery of goods, or the resolution of potential claims. The core function of this clause is to provide security and leverage, ensuring that the other party performs as agreed and protecting against potential breaches or defects.
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. 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. 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 Residential Transition Loans, Seller shall hold or cause to be held all Holdback Amounts not yet disbursed to the related Mortgagor in the Holdback Account and shall apply the same to improve and rehabilitate the related Mortgaged Property in accordance with the related Loan Documents. Seller shall hold (or cause to be held) the Holdback Amount in the applicable Holdback Account for the benefit of Buyer. Seller shall apply (or shall cause to be applied) the Disbursed Holdback Amount in accordance with the related Loan Documents.
(e) Section 46 of the Agreement is hereby deleted in its entirety and replaced with the following:
Holdback Amounts. Upon the Closing, the Company will hold back from the Acquisition Shares (a) the Adjustment Holdback Amount for purposes of satisfying, and to establish a procedure for the satisfaction of, any claims by the Company for payment of any post-Closing purchase price adjustment in favor of the Company as set forth in Section 2.4 and (b) the Indemnity Holdback Amount for purposes of satisfying any claims for indemnification by any Company Indemnified Person in accordance with Article IX. Subject to the Company’s right to permanently retain all or a portion of the Adjustment Holdback Amount in satisfaction of any post-Closing purchase price adjustment in favor of payment to the Company in accordance with Section 2.4, once the Final Adjusted Purchase Price is finally determined in accordance with Section 2.4, the balance of the Adjustment Holdback Amount will be released and distributed the Contributors in accordance with such Contributor’s Pro Rata Portion. Subject to the Company’s right to permanently retain all or a portion of the Indemnity Holdback Amount for any the Company Indemnified Party’s claim for Damages subject to indemnification pursuant to Article IX, as of the date that is the one-year anniversary of the Closing Date (the “Indemnity Holdback Expiration Date”), any remaining Indemnity Holdback Amount (other than amounts being permanently retained by the Company in connection with satisfying any Damages or retained pending resolution of any potential unsatisfied claims for Damages in accordance with Article IX) shall be distributed to the Contributors in accordance with such Contributor’s Pro Rata Portion in accordance with Section 9.3.
Holdback Amounts. (a) On the first (1st) Business Day following the expiration of the Lock-up Period, the Purchaser shall pay to each Seller its portion of the General Holdback Amount as set forth in Schedule 2.4.2(a)(i), less any refund due and payable by such Seller to the Purchaser under Section 8 with has not been paid by such Seller or set-off in accordance with Section 8.5(d), by wire transfer of immediately available funds to the Pivot Account which shall be credited with value date (date de valeur) on such release date.
(b) On the first (1st) Business Day following the expiration of the Lock-up Period, the Purchaser shall pay to [**] the RC Holdback Amount less any refund due and payable by [**] to the Purchaser under Section 8 which has not been paid by such Seller or set-off in accordance with Section 8.5(d), by wire transfer of immediately available funds to his bank account which shall be credited with value date (date de valeur) on such release date.
3.1 Management of the Company until the Closing Date
Holdback Amounts. The Holdback Amounts identified for Milestones 1-8 may only be invoiced upon Release Acceptance of Release 1. The Holdback Amounts identified for Milestones 10-17 may only be invoiced upon Release Acceptance of Release 2. The Holdback Amounts identified for Milestones 19-20 may only be invoiced upon Release Acceptance of Release 3.
Holdback Amounts. (i) At the Effective Time, Parent shall withhold from the Merger Consideration otherwise payable pursuant to Section 1.7(b) to the Cash Holdback Stockholder in respect of his shares of Company Capital Stock an amount in cash equal to the Cash Holdback Amount, as more fully set forth in the Cash Holdback Agreement. The Cash Holdback Amount shall be held by Parent and administered following the Closing in accordance with the terms of the Cash Holdback Agreement and the payment and/or forfeiture of the Cash Holdback Amount with respect to the Cash Holdback Stockholder will be subject to the terms and conditions of the Cash Holdback Agreement. The amount constituting the Cash Holdback Amount shall consist of the portion of the Merger Consideration payable to the Cash Holdback Stockholder that is not being contributed to the Escrow Funds.
(ii) Promptly after the Effective Time, Parent shall issue the number of shares of Parent Common Stock to which the Stock Holdback Stockholder is entitled pursuant to Section 1.7(b) in respect of the Stock Holdback Common Shares. Such shares shall be issued in the name of the Stock Holdback Stockholder but shall be retained by Parent and shall be subject to the terms and restrictions of the Stock Holdback Agreement, including with respect to their release and/or forfeiture. No fraction of a share of Parent Common Stock will be issued by virtue of the Merger. For purposes of calculating the number of shares of Parent Common Stock to be issued to the Stock Holdback Stockholder, all shares issuable to the Stock Holdback Stockholder pursuant to Section 1.7(b) (without rounding) shall be aggregated and after such aggregation, such amount shall be rounded down to the nearest whole share and the Stock Holdback Stockholder shall, if he would otherwise be entitled to receive a fraction of a share of Parent Common Stock, subject to the terms and conditions of this Agreement, receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of: (A) such fraction, multiplied by (B) the Trading Price. Notwithstanding the foregoing, no portion of the Merger Consideration shall be paid or delivered to the Stock Holdback Stockholder with respect to any Stock Holdback Common Share prior to receipt by Parent of written confirmation from the Payment Agent that the Payment Agent has received from the Stock Holdback Stockholder (i) the Company Stock Certificate(s) representing the Stock Holdback Comm...
Holdback Amounts. Subject to the payment obligations in Section 3.2.2 below and the offsets and refunds in Section 3.2.3 below, Buyer shall retain (the "Holdback Amount") the Altoprev Amount in the following amounts for the specified dosages of Altoprev: (i) with respect to the 60 milligram Altoprev dosage, [xxxx]*; (ii) with respect to the 40 milligram Altoprev dosage, [xxxx]*; and (iii) with respect to the 20 milligram Altoprev dosage, [xxxx]*. The "Outstanding Holdback Amount" shall be equal to the Holdback Amount less any payments made by Buyer to Seller pursuant to Section 3.2.2. * filed under application for confidential treatment