Holdback Funds. The Holdback Funds shall be withheld by GBB and -------------- shall earn interest at the fixed rate of 7.50% per annum and, to the extent the Holdback Funds are not used and are determined by GBB in good faith and in its commercially reasonable discretion to no longer be required for the resolution of any Material Contingency, shall be released by GBB and delivered to the Participating Shareholders together with accrued interest on the Holdback Funds in proportion to the Conversion Share Equivalents and Earn Out Percentage respectively held by the Participating Shareholders as set forth on Exhibit A hereto as follows: . one-third (1/3) of the remaining Holdback Funds plus accrued interest on the entire balance of the Holdback Funds on the first anniversary of the Closing Date; . one-half (1/2) of the remaining Holdback Funds plus accrued interest on the remaining balance of the Holdback Funds on the second anniversary of the Closing Date; and . the balance of the Holdback Funds plus accrued interest on the remaining balance of the Holdback Funds on the third anniversary of the Closing Date; provided that any payments to Xxxxxxxx required by Section 2.3 shall first be subtracted and paid to Xxxxxxxx on the dates specified in this Section 2.4. Nothing in this Section 2.4 shall limit the right of GBB to seek indemnification from the Participating Shareholders to the extent permitted in Article 15 of this Agreement; provided that indemnity may only be sought by GBB for a Material Contingency to the extent the Loss (as defined in Section 15.2) incurred by GBB on all Material Contingencies in the aggregate shall exceed the lesser of $900,000 or the remaining amount of Holdback Funds. The balance of any Holdback Funds determined by GBB as provided herein as required for the resolution of the Material Contingencies shall be released, together with accrued interest, promptly when no longer required to resolve any Material Contingency.
Holdback Funds. (a) Intentionally Omitted
Holdback Funds. MCL may in its reasonable discretion withhold payments to be made to Seller (“Holdback Funds”). If MCL requires Seller to maintain Holdback Funds, it may withhold a reasonable sum from payments to be made to Seller based on Seller’s creditworthiness, previous compliance with this agreement and the Policies, or any other reasonable factors. The establishment of Holdback Funds does not create any trust relationship; MCL may commingle any Holdback Funds with its other funds, and Seller will remain a general creditor of MCL with respect to any Holdback Funds or other amounts MCL owes to Seller.
Holdback Funds. At the Closing, (i) the Holdback Shares shall be issued, but not distributed, and the Holdback Shares shall be withheld from the Aggregate Share Consideration otherwise payable hereunder to the Equityholders (in accordance with their respective Pro Rata Shares) as set forth on the Consideration Spreadsheet and (ii) Buyer shall deliver, or cause to be delivered, by wire transfer of immediately available funds, to the Escrow Agent, an amount equal to the Escrow Cash to be held in an escrow account (the “Escrow Account”) in accordance with the Escrow Agreement, which Escrow Cash shall be deducted from the Aggregate Cash Consideration otherwise payable hereunder to the Equityholders (in accordance with their respective Pro Rata Shares) as set forth on the Consideration Spreadsheet. The Holdback Shares and Escrow Cash shall be held by Buyer and the Escrow Agent, respectively, and constitute partial security for any Excess Consideration, if applicable, and the indemnification obligations of the Equityholder Indemnitors pursuant to Article 11, and shall be held, distributed or restricted in accordance with the provisions of this Agreement, the Vesting Agreement and the Escrow Agreement. Except to the extent there is a forfeiture of Holdback Shares pursuant to this Agreement and/or Buyer Shares pursuant to the Vesting Agreement or the Restricted Share Agreements, such Buyer Shares shall be treated by the Buyer as issued and outstanding Buyer Shares as of the Closing which are registered in the name of the applicable Equityholder entitled to such shares (subject to appropriate legends and restrictions on the books of Buyer’s transfer agent with respect to the restrictions imposed on such shares under this Agreement, the Vesting Agreement and the Restricted Share Agreements, as applicable).
Holdback Funds. (a) The Indemnification Holdback Amount may be used by the Buyer for the payment of claims against the Seller by Buyer under this Agreement (“Holdback Claims”).
Holdback Funds. To facilitate the payment of funds related to the indemnification provisions described in Appendix C, the Buyer shall withhold a portion of the Purchase Price in the amount of $55,000, referred to in this Agreement as the “Holdback Amount,” subject to the terms of this Agreement. The Holdback Amount will be held by the Buyer in accordance with the terms of Appendix C.
Holdback Funds. Borrower and Lender agree that $1,100,000.00 of the Loan Amount (the "Holdback Funds") shall not be disbursed at the initial closing of the Loan, and Lender's obligations to disburse the Holdback Funds shall be subject to and conditioned upon satisfaction of the terms and conditions set forth herein.
Holdback Funds. The Holdback Funds shall be withheld by GBB and -------------- shall earn interest at the 3-month U.S. Treasury Xxxx Rate as published in the Wall Street Journal from time to time. Upon the earlier of (a) the final resolution of the Holdback Contingency or (b) a determination by GBB in good faith and in its commercially reasonable discretion that the Holdback Funds are no longer required for the resolution of the Holdback Contingency identified on the CAPCO Liabilities List, the remaining Holdback Funds (if any), plus accrued interest thereon, shall be released by GBB and delivered to the CAPCO Shareholders in proportion to their ownership interests as set forth on Exhibit A. Nothing in this Section 2.5 shall limit the right of GBB to seek indemnification from the Shareholders to the extent permitted in Article 15 of this Agreement.
Holdback Funds. The Holdback Funds shall remain in the Holdback Account for a period of up to twelve (12) months after the Closing Date in accordance with the following terms and conditions:
Holdback Funds. No later than the Closing, Purchaser shall deposit with Escrow Agent, by wire transfer of immediately available federal funds, an amount equal to [_______________ Dollars ($__________)] (the “Holdback Funds”). The Escrow Agent shall hold the Holdback Funds in escrow in accordance with the terms and conditions of this Agreement.
