Holdbacks. Notwithstanding any other provisions of this Agreement, the Minister may, at the Minister's sole discretion, withhold up to ten percent (10 %) of the Contribution amount until:
(a) the Project is completed to the satisfaction of the Minister;
(b) the Recipient has satisfied all the conditions of this Agreement;
(c) the final report described in Subsection 6.6 (a) (iii) has been submitted to the satisfaction of the Minister;
(d) audits and site visits, where required by the Minister, have been completed to the satisfaction of the Minister; and
(e) the Minister has approved the final claim described in Subsection 6.6.
Holdbacks. LGF shall control the release dates of the Picture by means of the Home Video Rights as well as all television exhibition in Canada (in the English and French languages) and in Mexico (in the English and Spanish languages); provided that Grantor's distributor of the Picture in Canada and in Mexico shall each be entitled to release the Picture day and date with LGFs initial commercial release of the Picture in the Territory in like nfedia. When applicable, LGF shall also control the wholesale and suggested retail price of the distribution of the Picture by means of the Home Video Rights in Canada (in the English and French languages) and in Mexico (in the English and Spanish languages); provided that Grantor's distributor of the Picture in Canada and in Mexico shall each be entitled to release the Picture at the same price point as LGF's initial release of the Picture in the Territory. Grantor guarantees that the distributors) of the Picture in Canada and in Mexico shall each confirm in writing its acknowledgement of such holdback and price restrictions.
Holdbacks. If the Contractor fails to deliver a workplan and schedule in accordance with Section 8.3 or, having delivered it, fails in any material respect to diligently carry out the workplan in accordance with the schedule, then the Province may hold back (without duplication) from any amounts thereafter becoming payable to the Contractor under this Agreement an aggregate amount (the “Holdback”) that the Province, acting reasonably and following consultation with the Contractor and having regard to the amounts of the O&M Payments remaining to be made during the remainder of the Term, considers sufficient to achieve the Handback Requirements at the end of the Term in the event that the Contractor were to fail to do so. Notwithstanding the foregoing, the Province may not in any event hold back under this Section:
(a) any amount prior to the last four years of the Term; or
(b) any part of the Capital Payment prior to the last three years of the Term. The Holdback shall be released to the Contractor, without interest, as the work is done by the Contractor (but not more frequently than monthly). If the Handback Requirements are not achieved by the expiry of the Term (or, if the Term expires other than during the Construction Season, within 90 days after the next Construction Season begins), the Province may release the Contractor from its obligation to achieve the Handback Requirements and in that event may retain the remaining balance of the Holdback as liquidated damages.
Holdbacks. (a) Subject to the last sentence of this Section 2.3(a), each holder of Registrable Securities agrees not to file or cause to be effected any other registration of or effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and 75 day period beginning on the effective date of any underwritten public offering of Common Stock for the account of the Company or for the account of others, in each case which is not in violation of Section 2.3(b) below (except as part of such underwritten registration, if permitted by Section 2.2 or otherwise permitted) unless the underwriters managing the registered public offering otherwise agree and such sale or distribution otherwise complies with Regulation M of the Securities Exchange Act. This Section 2.3(a) will not prohibit sales of Registrable Securities by the Shareholders pursuant to Rule 144 or Rule 145 of the Securities Act.
(b) The Company agrees not to file or cause to be effected any registration of or effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, whether for its own account or for the account of others, during the ten (10) days prior to and the 75 day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration, if otherwise permitted, or pursuant to registration on Form S-4 (but not with respect to resales), Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree.
(c) Notwithstanding the foregoing, neither the Shareholders nor the Company will be subject to the foregoing holdbacks for any period or periods in aggregate which are in excess of 150 days during any 365 day period.
Holdbacks. 22.1 To secure the obligations of Seller under the Seller Warranty following the Closing Date, there shall be withheld from the net proceeds payable to Seller at Closing, the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Warranty Holdback”) which shall be held by the Title Company as escrowee in accordance with an escrow agreement (the “Warranty Holdback Escrow Agreement”) in a form to be mutually agreed upon by Seller and Purchaser during the Due Diligence Period. Pursuant to the terms of the Warranty Holdback Escrow Agreement, Purchaser will have access to the Warranty Holdback funds in the event that Seller does not promptly complete repairs required under the Seller Warranty. The Warranty Holdback shall be deposited in an interest bearing account reasonably acceptable to Seller and Purchaser, with interest inuring to the benefit of Seller. Such sum shall be held in escrow and disbursed in accordance with the terms of the Warranty Holdback Escrow Agreement, which shall provide that after term of the Seller Warranty has ended, fifty percent (50%) of the funds remaining in the Warranty Holdback will be disbursed to Seller and 50% will be disbursed to Purchaser. Purchaser shall also have the right to withdraw funds from the Warranty Holdback in accordance with this Section 22.1.
22.2 The Warranty Holdback does not serve as a limitation on Seller’s liability and obligations with respect to the Seller Warranty.
Holdbacks. Notwithstanding any other provision herein, without liability for interest, Savanna may (a) withhold from payment to Supplier any amount disputed in good faith; and/or (b) set-off against or deduct from any payment due to Supplier hereunder the full amount of any sums owed by Supplier for any reason to Savanna or for which Savanna may become liable by reason of Supplier’s provision of the Work.
Holdbacks. The lien holdback provisions of the Builders Lien Act and the Strata Property Act shall be complied with in that the Seller's solicitors shall hold 7% of the Purchase Price in trust until such time as the lien period as prescribed in the Builders Lien Act has expired.
Holdbacks. In addition to the retainage set forth in Section 11.8, ASD may withhold all or part of monthly progress payments, and/or AASDI may be backcharged, if: (a) defective Work has not been remedied; (b) ASD has a reasonable basis to believe that the Services cannot be completed within the remaining balance of the Agreement Price; (c) ASD has a reasonable basis to believe that the Services cannot be completed in accordance with the Project schedule; (d) ASD, Client, or another subcontractor or supplier have been injured or damaged by AASDI’s or failure to perform the Services; (e) AASDI fails to submit Lien Waivers as required in Section 11.6; (f) AASDI fails to provide certified payroll data when requested by ASD; (g) AASDI has failed to pay, or provide satisfactory evidence of payment to, subcontractors, suppliers, employees, laborers, union trust funds and taxing authorities; (h) or any claim or lien by any third party has been asserted or threatened with respect to the Work, including, without limitation, any Indemnified Claim or any threat thereof. This right of retention is in addition to, and is intended to complement, that set forth in Section 11 hereof.
Holdbacks. In the event that the Closing Payment at the Closing in respect of any European Target Company is reduced by any Holdback Amount, then, as deferred purchase price payments in respect of the European Target Companies, at each subsequent Closing (if any), an amount in Dollars equal to the Holdback Amount in respect of the Target Business Segment(s) that is the subject of such subsequent Closing shall be payable by wire transfer in immediately available funds to one or more accounts designated by Parent.
Holdbacks. Except for invoices for Maintenance Fees, County will hold back twenty percent (20.00%) of the dollar amount of each invoice (“Holdback Amount”), approved by County, including invoices for Change Orders. Other than for Change Orders that the parties intend will be completed after Pilot System Acceptance, twenty- five percent (25%) of the aggregate Holdback Amount will be due and payable to Contractor following Pilot System Acceptance, and the remaining seventy-five percent (75%) of the aggregate Holdback Amount will be due and payable to Contractor at the conclusion of the Pilot Warranty Period, subject to adjustment for any amounts owed to County by Contractor, including any amounts arising from Paragraph 10.7
