Holdback Reserve Sample Clauses

Holdback Reserve. Publisher shall reserve an amount equal to twenty percent (20%) of Author Royalties earned during the previous eight (8) months for books which may be returned to Publisher.
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Holdback Reserve. Borrowers hereby represent and warrant that certain punchlist completion items, not exceeding $500,000 in costs, remain to be completed and/or paid for in connection with the completion of construction of Phase II of the Clayton Place Property (the "Remaining Work"), and while a temporary ▇▇▇▇▇▇▇cate(s) of occupancy for Phase II is in effect, the permanent certificate of occupancy has not yet been issued, but will be as certain immaterial conditions of the issuing authority to the issuance of the permanent certificate(s) of occupancy have been satisfied. Borrowers shall within 60 days hereafter obtain and provide to Lender the permanent certificate(s) of occupancy for Phase II of the Clayton Place Property. Borrowers shall in the ordinary course prompt▇▇ ▇▇▇ diligently complete and pay for, on a lien free basis, the Remaining Work, and as such Remaining Work is completed and paid for provide to Lender lien waivers and other evidence of payment and completion reasonably satisfactory to Lender. In no event shall any funds in the Replacement Reserve or Completion/Repair Reserve be available for payments for Remaining Work, as determined by Lender, notwithstanding anything contrary or inconsistent provision set forth herein. At Closing, Borrowers shall reserve from the proceeds of the Loan and shall deposit with Lender (or such agent of Lender as Lender may designate in writing from time to time), an amount equal to $3,000,000 (said funds, together with any interest thereon and additions thereto, the "Holdback Reserve") for deposit into the Holdback Reserve Sub-Account, relating to certain leasing and performance requirements with respect to the Clayton Place Properties. Provided that the Remaining Work has been f▇▇▇▇ ▇▇mpleted and paid for and the provisions and requirements above relating to the Remaining Work have been satisfied and the permanent certificate(s) of occupancy for Phase II of the Clayton Place Property have been issued and provided to Lender, and s▇ ▇▇▇▇ as no Event of Default or Cash Trap Condition exists and is continuing, if at any time after the date hereof but prior to November 30, 2006 (the "Holdback Reserve Release Deadline"), Borrowers provide Lender with written documentation and certifications in a form reasonably acceptable to Lender that (i) there are firm, valid Leases in place at the Clayton Place Property in the aggregate amount of at least 80% of the ▇▇▇▇▇ number of Bedroom Units at the Clayton Place Property (excluding any Bed...
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Holdback Reserve. The portion of the Commitment consisting of the Holdback Reserve will not be made available to the Borrower prior to the Gap Amount being reduced to $0. So long as (x) the Gap Amount has been reduced to and is no greater than $0 and (y) no Event of Default has occurred and is continuing (and subject to the terms of this Section 2.7 and to the other terms and conditions of this Agreement relating to the making of Advances), the Lender will reduce the Holdback Reserve (and make Advances from the corresponding increase to the Available Commitment resulting from such reduction) in increments equal to the Collateral Value of Acceptable Distribution Agreements finalized and delivered to the Lender after the date that the Gap Amount was first reduced to $0; provided, however, that the following amounts shall be exclusively reserved from the proceeds of any such Advance and shall be exclusively available to the Lender to hold as a cash reserve (which shall only be available to pay such amounts), as calculated by the Lender in its reasonable discretion: (i) the Holdback Fee applicable to such Advance; (ii) estimated interest applicable to such Advance (calculated through the Maturity Date); and (iii) estimated Attorney Costs and other expenses expected to be incurred by the Lender in connection with such Advance or the corresponding reduction of the Holdback Reserve; and provided, further, that, unless and until a Qualified IPO occurs by April 30, 2010, the first $225,000 that becomes available for release from the Holdback Reserve shall be added to the Interest and Fee Reserve and such amount shall be reserved exclusively by the Lender to fund unbudgeted costs needed to effect Delivery (as determined by the Lender in its discretion). Any reduction of the Holdback Reserve pursuant to the foregoing shall be in an amount of not less than $250,000 each (except for the last such reduction). The Lender shall have no obligation to reduce any portion of the Holdback Reserve after the Borrower Delivery Date.
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Holdback Reserve. (a) Borrower hereby agrees to perform, or cause to be performed, tenant improvements, tenant’s work and similar items required under the Ulta Lease and the Oshkosh Lease in accordance with the applicable Lease (collectively, the “Holdback Work”). (b) Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent to fund the Holdback Work (the “Holdback Reserve Account”) into which Borrower shall deposit on the date hereof [$1,400,000]. Amounts so deposited shall hereinafter be referred to as the “Holdback Reserve Funds.” (c) Lender shall disburse to Borrower (i) [$125,000], upon Lender’s receipt of a Holdback Estoppel reasonably acceptable to Lender from Oshkosh and (ii) [$1,275,000] upon Lender’s receipt of a Holdback Estoppel reasonably acceptable to Lender from Ulta.
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Holdback Reserve. Comply at all times with the terms and conditions of the Holdback Reserve Agreement.
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Holdback Reserve 
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Related to Holdback Reserve

  • Holdback In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Escrow Fund (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount. (b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. Any reserve amounts held in the Indemnity Escrow Amount of the Escrow Fund following the Final Claim Termination Date that are not expended in resolving a Claim shall be disbursed to the Former Stakeholders upon final resolution of the Claim to which it relates or if a reasonable person familiar with such matters would determine that such claim has been fully and finally abandoned or waived by the Third Party asserting the claim. Following the resolution of all Claims, the Stakeholders’ Agent Amount shall be disbursed to the Former Stakeholders as set forth in the Escrow Agreement.

  • Indemnity Escrow As a remedy for the indemnity set forth in Article VII, at the Closing, Parent shall deposit with the Escrow Agent 7.5% of the Transaction Shares (the “Escrowed Indemnity Shares”), comprised of Escrowed Earnout Shares (including First Target Shares, Second Target Shares and Third Target Shares) and Transaction Shares that are not Escrowed Earnout Shares to be held in a separate escrow account and released therefrom (if applicable) from time to time to Parent in satisfaction of such indemnity, all in accordance with Article VII hereof and the terms and conditions of the Escrow Agreement. On the fifth Business Day following the date (the “Indemnity Escrow Termination Date”) that is fifteen (15) months from the Closing Date, the Escrow Agent shall release the Escrowed Indemnity Shares, less any of such shares applied in satisfaction of a claim for indemnification and any of such shares related to a claim for indemnification that is then unresolved. Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement. Any Escrowed Indemnity Shares held with respect to any unresolved claim for indemnification and not applied as indemnification with respect to such claim upon its resolution shall be delivered in accordance with the preceding sentence.

  • Unused Escrow Funds In the event that a Closing does not occur when required under the Contract, or in the event that the Closing does occur but Escrow Funds remain in an account with Escrow Agent, the Escrow Agent shall notify OPWC in writing promptly thereafter. After receipt of such notice, OPWC shall deliver written instructions to Escrow Agent directing Escrow Agent’s release of the Escrow Funds. Immediately upon Escrow Agent’s receipt of such notice from OPWC, Escrow Agent shall release the Escrow Funds, or balance thereof, in accordance with OPWC’s written instructions.