Holdback Funds. Section 14(d) of the Purchase and Sale Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof (for the avoidance of doubt, the final paragraph of Section 14 shall not be deleted and is not deemed to be deleted by this Second Addendum): "
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. At Closing, an aggregate amount equal to Ten Million Five Hundred Thousand and No/100 Dollars ($10,500,000.00) of the Purchase Price (the “Holdback Funds”) shall be retained in Escrow by Escrow Agent and held and disbursed in accordance with the terms and conditions of this Holdback Agreement. A portion of the Holdback Funds in the amount of Nine Million Five Hundred Thousand and No/100 Dollars ($9,500,000.00) (the “General Holdback Funds”) shall be applicable to Buyer’s General Remediation Costs (including, without limitation, Buyer’s VOC Remediation Costs) (as defined in Section 3.7 below) and a portion of the Holdback Funds in the amount of One Million and No/100 Dollars ($1,000,000.00) (the “VOC Holdback Funds”) shall be applicable solely to Buyer’s VOC Remediation Costs (as defined in Section 3.7 below) and no other portion of Buyer’s Remediation Costs. Subject to the use of the Holdback Funds in accordance with the express terms and conditions of this Holdback Agreement, Buyer acknowledges and agrees that all costs and expenses associated with Buyer’s General Remediation Costs (including, without limitation, all costs and expenses associated with the Known Environmental Conditions and the CACA) shall be at Buyer’s sole cost and expense. Escrow Agent shall invest the Holdback Funds with a federally-insured banking institution, and shall collect any interest payable thereon and retain such interest in escrow pursuant to the terms hereof. Without limiting other of Seller’s rights hereunder, in no event shall the amount of the Holdback Funds set forth above be increased, nor shall Seller have any obligation hereunder to pay any amounts to Buyer in excess of the Holdback Funds as specified above.
Holdback Funds. FALAKSTORE may in its reasonable discretion withhold payments to be made to Seller (“Holdback Funds”). If FALAKSTORE 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; FALAKSTORE may commingle any Holdback Funds with its other funds, and Seller will remain a general creditor of FALAKSTORE with respect to any Holdback Funds or other amounts FALAKSTORE owes to Seller. Article 6 Intellectual Property
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 $1,100,000.00 of the Loan Amount (the "Holdback Funds") shall not be disbursed at the initial closing of the Loan, and Lender's obligations to disburse the Holdback Funds shall be subject to and conditioned upon satisfaction of the terms and conditions set forth herein.
Holdback Funds. MCL may in its reasonable discretion withhold payments to be made to Seller (“Holdback Funds”). If MCL requires Seller to maintain Holdback Funds, it may withhold a reasonable sum from payments to be made to Seller based on Seller’s creditworthiness, previous compliance with this agreement and the Policies, or any other reasonable factors. The establishment of Holdback Funds does not create any trust relationship; MCL may commingle any Holdback Funds with its other funds, and Seller will remain a general creditor of MCL with respect to any Holdback Funds or other amounts MCL owes to Seller.
Holdback Funds. No later than the Closing, Purchaser shall deposit with Escrow Agent, by wire transfer of immediately available federal funds, an amount equal to [_______________ Dollars ($__________)] (the “Holdback Funds”). The Escrow Agent shall hold the Holdback Funds in escrow in accordance with the terms and conditions of this Agreement.
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”).
(b) Within ten (10) Business Days after the twelve (12) month anniversary of the Closing Date, the Buyer shall immediately release an amount in cash equal to the remaining amount of the Indemnification Holdback Amount, minus (i) the amount of all disputed or pending Holdback Claims, and (ii) if Seller has failed to pay to Buyer any amount owed in accordance with Section 8.06 and such amount remains due and owing, then all or any part of such owed amount which Buyer has determined to offset against the Indemnification Holdback Amount.
(c) The Buyer shall continue to hold the remaining Indemnification Holdback Amount, if any, pending the final resolution of such Holdback Claims.
(d) Sxxxxx agrees to provide appropriate instructions, as necessary, to the Buyer for disbursement of any amounts owing to the Seller from the Indemnification Holdback Amount pursuant to this Agreement.
(e) Upon final resolution of any Holdback Claims, any amounts remaining in the Indemnification Holdback Amount shall be distributed to the Seller.
Holdback Funds. Front Porch may in its reasonable discretion withhold payments to be made to Seller (“Holdback Funds”). If Front Porch 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; Front Porch may commingle any Holdback Funds with its other funds, and Seller will remain a general creditor of Front Porch with respect to any Holdback Funds or other amounts Front Porch owes to Seller.
