Holdback Payments Sample Clauses

Holdback Payments. Any Defendant that is not prohibited from doing so under Section 8.3.7 may draw funds from the Holdback Fund to pay (a) judgments and (b) settlements, in each case for any Released Claim brought by any Person that is not a Plaintiff. Such a claim is known as a “Holdback Claim.” Defendants will develop a process for approving these payments, which will be subject to review and consent of the Class Settlement Administrator, which consent may not be unreasonably withheld. Any dispute about the reasonableness of payments from the Holdback Fund shall be subject to dispute resolution pursuant to Section 10.2. A Releasee may obtain a payment from the Holdback Fund to settle a Holdback Claim only if the settlement requires the Person asserting the Holdback Claim to execute an unconditional release of all Released Claims against all Releasees, in form and substance reasonably satisfactory to the Defendants, unless all Defendants consent otherwise.
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Holdback Payments. (a) Within 30 days following the expiration of the Survival Period, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an aggregate amount equal to the amount (if any) by which (i) the Primary Holdback Amount, reduced by any amounts previously permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (ii) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices (including Indemnity Claim Notices with respect to Post-Merger Specified Litigation Losses) that remain unresolved at such time (the amount of such excess, the “Initial Holdback Payment”). (b) Following the date of the Initial Holdback Payment (the “Initial Payment Date”), within 30 days following the date of final resolution of any Indemnity Claim Notice that remained unresolved as of the Initial Payment Date, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an amount equal to the lesser of (i) the portion (if any) of the Claimed Amount under such Indemnity Claim Notice that Acquiror is not entitled to permanently retain under the applicable provision of Section 8.4 pursuant to which such Indemnity Claim Notice was finally resolved, or (ii) the amount (if any) by which (x) the Primary Holdback Amount, reduced by any amounts permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (y) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices that remain unresolved at such time (the lesser of such amounts, a “Subsequent Holdback Payment”). (c) Within 30 days following the date of final resolution of any Indemnity Claim Notice with respect to a Pre-Closing Indemnity Claim, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an amount equal to the amount (if any) by which (i) the Supplemental Holdback Amount, reduced by any amounts permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (ii) the sum of (A) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices with respect to Pre-Closing Indemnity Claims that remain unresolved at such time, plus (B) the aggregate amount previously paid to Non-Dissenting Holders pursuant to this Section 8.5(c) (each such payment, a “Supplemental Holdback Paym...
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Holdback Payments. Within five (5) Business Days following the Initial Holdback Payment Date, Buyer shall deliver to Seller the Initial Holdback Payment, if any. Within five (5) Business Days following date of the final determination (in accordance with Article VII) of all claims to which the Initial Holdback Reserve relates, Buyer shall deliver to Seller the Final Holdback Payment, if any.
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Holdback Payments. (a) Subject to the provisions of Section 3.4 and Article IX, within ten (10) Business Days following the determination of the Final Working Capital, and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the Holdback Cash, calculated by multiplying such Stockholder’s Pro Rata Share by the Holdback Cash that remains in the Holdback Reserve Amount at such time (minus any amounts owed pursuant to any purchase price adjustments made under Section 3.4 hereof and any amounts in respect of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital). Within ten (10) Business Days following the final determination of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the remainder of the Holdback Cash, minus the aggregate amount determined to be payable to the Buyer Indemnified Parties pursuant to Article IX and the Escrow Agreement in respect of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital, calculated by multiplying such Stockholder’s Pro Rata Share by the remaining Holdback Cash. (b) Within ten (10) Business Days following the Initial Holdback Payment Date, and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the Initial Holdback Payment calculated by multiplying such Stockholder’s Pro Rata Share by the Initial Holdback Payment. Within ten (10) Business Days following date of the final determination (in accordance with Article IX and the Escrow Agreement) of all claims to which the Initial Holdback Reserve relates, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the Final Holdback Payment calculated by multiplying such Stockholder’s Pro Rata Share by the Final Holdback Payment, in the form of shares of Buyer Common Stock with respect to the Buyer Stock Consideration. For purposes of calculating the value of the Holdback Shares in connection with reducing the Holdback Reserve Amount pursuant to Section 10.2(b), the Initial Holdback Payment and the Final Holdback Payment, the value of the Buyer Common Stock shall be calculated based on the closing trading ...
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Holdback Payments. Within five days following the determination of the Final Closing Date Balance Sheet pursuant to Section 8.4, Buyer shall pay to Seller the amount equal to the positive remainder, if any, of (i) the Holdback minus (ii) the sum of (1) the amount of any payment to be made by Seller pursuant to Section 3.1(c)(ii), (2) the aggregate amount of all Liabilities (as hereinafter defined) for which Buyer shall have been theretofore indemnified pursuant to Section 9.2 and not otherwise paid by Seller and (3) a reasonable reserve, as determined by Buyer in good faith, for any and all then outstanding indemnifiable claims under Section 9.2 for which notice shall have been given during the 180 days immediately following the Closing Date. Thereafter, upon settlement or other final disposition of any and all such outstanding claims in accordance with this Agreement, any amounts owing to Buyer pursuant to the settlement or other final disposition of such claims shall be charged against the Holdback, and Buyer shall then pay to Seller any remaining portion of the Holdback. Any payment to be made pursuant to this Section 3.1(d) shall include simple interest on the amount of such payment at the rate of five percent per annum from the Closing Date to the date of payment of such amount.
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Holdback Payments. (a) Once Damages have been agreed to by the indemnifying party or finally adjudicated to be payable pursuant to this Agreement, the indemnifying party shall satisfy its obligations within 15 days of such final, non-appealable adjudication by, if the Parent is the indemnifying party, at the election of Parent, in cash or the issuance of new shares of Parent Common Stock, or if the Indemnitor is the indemnifying party, forfeiture of Holdback Shares, or if no Holdback Shares remain, then, if applicable by the return of Merger Consideration to Parent (or if such Merger Consideration has been sold, the amount, net of Taxes, that the Person received as a result of such sale). (b) Within 30 days following the Termination Date, Parent shall distribute to the Stockholders’ Representative that amounts of Holdback Shares equal to the amount (if any) by which (i) the Holdback Shares, reduced by any Holdback Shares previously permanently retained therefrom by Parent or other Parent Indemnitee with respect to indemnification claims relating to this Agreement, exceeds (ii) the aggregate amount claimed under all pending indemnification claims made by the Parent Indemnitees that remain unresolved at such time (the amount of such excess, the “Holdback Payment”). Upon final resolution of pending indemnification claims made by Parent Indemnitees that were unresolved at such time, Parent shall distribute any Holdback Shares retained by Parent after the distribution of the Holdback Payment to which the Stockholders’ Agent become entitled to receive within 15 days following the date of such final resolution.
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Related to Holdback Payments

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Closing Fees On the Effective Date, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the upfront fees due to the Lenders as heretofore agreed.

  • Escrow Fees The fee of the Escrow Agent is a fee of $1,500, $750 of which shall be paid by the registrant at the opening of escrow and the remainder of which fee shall be paid after the close of the offering. In addition, all hard costs (wire fees, etc.) shall be deducted from disbursements.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Back Pay The resolution of a grievance shall not include provisions for back pay retroactive further than twenty (20) working days prior to the date the grievance is filed. However, if with the exercise of reasonable diligence the act or omission being grieved was not discovered within 10 working days of its occurrence, and the grievance is subsequently timely filed pursuant to Section 3, then the resolution of the grievance may include provision for back pay for a maximum period of one year from the date the grievance was filed.

  • Earnout Payments (a) The Constituents shall be eligible to receive earnout consideration up to a maximum of three million dollars ($3,000,000) for all such earnout payments, based on the performance of the Surviving Corporation following the Closing as set forth in this Section 1.7. (i) For the period beginning immediately after the Closing and ending on the first anniversary of the Closing (the “First Earnout Period”), the Constituents shall receive $3 for every $1 of Post-Closing Net Income in excess of one hundred ten percent (110%) of the Adjusted Forecast for such First Earnout Period (the “First Earnout Period Payment”). (ii) For the period beginning on the day after the first anniversary of the Closing and ending on the second anniversary of the Closing (the “Second Earnout Period”), the Constituents shall receive $3 for every $1 of Post-Closing Net Income in excess of one hundred ten percent (110%) of the Adjusted Forecast for such Second Earnout Period until the Post-Closing Net Income results in an aggregate of $1.5 million of earnout consideration being earned during the Second Earnout Period (such amount of Post-Closing Net Income, the “Second Earnout Threshold”), at which point the amount earned thereafter shall change to $1.50 for every $1 of Post-Closing Net Income in excess of the Second Earnout Threshold for such Second Earnout Period (collectively, the “Second Earnout Period Payment”). (b) Earnout amounts shall be calculated promtly after the preparation of the Parent’s financial statements following the accounting period in which the end of such earnout period occurs. The First Earnout Period Payment, if any, shall be deposited with Escrow Agent and made part of the Escrow Amount. The calculation of the amount earned in the First Earnout Period Payment or Second Earnout Period Payment, as the case may be, may be referred to as the “Earnout Payment” for such period. Such Earnout Payments shall be delivered to the Escrow Agent or paid to the Constituents in accordance with Section 1.5(a), as the case may be, within the later of (i) ninety (90) days after the Parent’s delivery to the Stockholder Representatives of the applicable Earnout Certificate, or (ii) if disputed pursuant to Section 1.7(f) below, ten (10) Business Days after final determination of the applicable Earnout Payment pursuant to the provisions of Section 1.7(f). (c) [intentionally omitted] (d) In no case shall the aggregate amounts paid pursuant to this Section 1.7 exceed $3 million. (e) As soon as reasonably practicable following Parent’s determination of the Earnout Payment for each of the First Earnout Period and Second Earnout Period (but in no event prior to the date the Parent’s financial statements for the periods to which such Earnout Payments relate have been publicly disclosed by Parent), Parent will deliver to the Stockholder Representatives (i) a statement that includes each element of the calculation of the Earnout Payment; and (ii) a certificate of the Parent’s Chief Financial Officer certifying on behalf of the Parent that the calculation of the Earnout Payment was made in accordance with the terms of this Section 1.7 (such statement and certificate being referred to as the “Earnout Certificate”). The Stockholder Representatives and their professional advisors will be given reasonable access to only those books and records of the Surviving Corporation that are necessary to confirm the calculation of the Earnout Payment. All information obtained by the Stockholder Representatives shall be deemed to be confidential information of the Parent subject to the restrictions of the Confidentiality Agreement attached hereto as Exhibit I.

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Call Back Pay Employees who are called to report to work on their regular day off or that have been recalled to work after having left the Employer's premises, shall be guaranteed a minimum of two (2) hours of pay plus travel time at the regular rate of pay for actual hours worked or at the applicable overtime rate, whichever is greater. Employees who are currently guaranteed a minimum of pay greater than two (2) hours shall continue to be paid at the greater minimum. Should the employee be paid for at least eight hours, travel time shall not be paid.

  • Earn-Out Payments (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

  • Maximum Payments Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

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