PAYMENT OF HOLD-BACK Sample Clauses

PAYMENT OF HOLD-BACK. Upon the later to occur of 90 days after the Closing Date or three business days following the date the Closing Report becomes final pursuant to Section 2.3(d) resulting in the final calculation of any adjustments to the Cash Purchase Price, Purchaser shall pay to Seller, by wire transfer to an account designated by Seller at least twenty-four (24) hours previously, the remaining balance of the final, adjusted Cash Purchase Price (including the $50,000 holdback). In the event that the calculation of the final, adjusted Cash Purchase Price results in a credit due to Purchaser (after giving effect to the $50,000 holdback), Seller shall repay such excess to Purchaser within the same time period. In the event of a dispute between the parties with respect to the amount of the adjusted Cash Purchase Price, the amount not in dispute, if any, shall be paid to the appropriate party pending resolution of the disputed amount. Any payment made pursuant to this Section 2.4(c) shall be accompanied by interest from the Closing Date until the date of payment at a rate per annum equal to the lower of (i) the rate of interest publicly announced by the Wall Street Journal as the "Prime Rate" as of the Closing Date, or (ii) the maximum rate of interest allowable under applicable law.
Sample 1
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PAYMENT OF HOLD-BACK. Upon the later to occur of 90 days after the Closing Date or three business days following the date the Closing Report becomes final pursuant to paragraph 2.3(d) resulting in the final calculation of any adjustments to the Cash Purchase Price, Purchaser shall pay to Seller, by wire transfer to an account designated by Seller at least twenty-four (24) hours previously, the remaining balance of the final, adjusted Cash Purchase Price. In the event that the calculation of the final, adjusted Cash Purchase Price results in a credit due to Purchaser, Seller shall repay such excess to Purchaser within the same time period. Any payment made pursuant to this paragraph 2.4(c) shall be accompanied by interest from the Closing Date until the date of payment at a rate per annum equal to the lower of (i) the rate publicly announced by The First National Bank of Chicago as its "reference" or "base" rate of interest as in effect on the Closing Date or, if higher, the last business day preceding the payment date, or (ii) the maximum rate of interest allowable under applicable law.
Sample 1

Related to PAYMENT OF HOLD-BACK

  • Form of Holding To hold any security, debt instrument or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise;

  • List of Holders Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.

  • Without Consent of Holders The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder:

  • Consent of Holders of Certificates Issued under Other Trusts Notwithstanding any provision in Section 6.02 or Section 6.03 of this Trust Supplement to the contrary, no amendment or modification of Section 4.01 of this Trust Supplement shall be effective unless the trustee for each Class of Certificates affected by such amendment or modification shall have consented thereto.

  • Amendments or Supplements Without Consent of Holders In addition to any permitted amendment or supplement to the Indenture pursuant to Section 9.1 of the Original Indenture, the Company and the Trustee may amend or supplement the Indenture or the Notes without notice to or the consent of any Holder of the Notes:

  • Without the Consent of Holders Notwithstanding anything to the contrary in Section 8.02, the Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder to:

  • With Consent of Holders Except as provided below in this Section 9.2, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes issued hereunder with the consent of the Holders of at least a majority in principal amount of the outstanding Notes issued under this Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and, subject to Section 6.4 and 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes and the Guarantees may be waived with the consent of the Holders of a majority in principal amount of the outstanding Notes issued under this Indenture (including consents obtained in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.9 hereof and Section 12.4 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.2. Upon the request of the Issuer, and upon the filing with the Trustee of evidence of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6 and 12.2 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held by a nonconsenting Holder:

  • Access to List of Holders (a) If the Trustee is not acting as Certificate Registrar, the Certificate Registrar will furnish or cause to be furnished to the Trustee, within fifteen days after receipt by the Certificate Registrar of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Certificateholders of each Class as of the most recent Record Date.

  • Without Consent of Holders of Notes Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

  • Amendments Without Consent of Holders The Company and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:

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