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. (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. (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. 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. “Holdback Amounts” means the Adjustment Holdback Amount, the Retention Indemnity Holdback Amount, the Founder Holdback Amount and the Special Indemnification Holdback Amount collectively.
Holdback Amounts. With respect to RTL Mortgage Loans subject to a Holdback Component, 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 or cause the Servicer to apply the same to improve and rehabilitate the related Mortgaged Property in accordance with the Mortgage, the Mortgage Note or any other related loan documents comprising the Mortgage File and Seller Underwriting Guidelines. Seller shall hold (or cause to be held) the Holdback Amount in the applicable Holdback Account for the benefit of Purchaser subject to the rights of the related Mortgagor under the terms of the Mortgage, the Mortgage Note or any other related loan documents comprising the Mortgage File to any disbursements of Holdback Xxxxxxx.
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)).
