Payment of Holdback Sample Clauses

Payment of Holdback. Assignor shall be entitled to release of he Holdback, including all interest earned thereon, in accordance with the procedure set forth below, upon: (a) issuance of a certificate of substantial completion by Tenant's architect, which certificate may be the AIA form or another form reasonably acceptable to Assignee certifying that the Tenant Improvements have been substantially completed (except for minor items of fit or finish or similar “punchlist” items); (b) delivery to Assignee of all required municipal approvals necessary to permit occupancy of the building such as certificates of completion or occupancy; (c) delivery of final, unconditional lien waivers from all contractors, subcontractors, materialmen and vendors that performed work or provided materials in connection with the Tenant Improvements; (d) delivery of an estoppel certificate from Tenant for the benefit of Assignee as landlord under the Lease, indicating among other things that all Tenant Improvement work has been completed in accordance with the terms of the Lease, in the form attached to the Lease; (e) satisfaction of any other terms and conditions for release of the Holdback as set forth in the Lease and/or the Escrow Agreement; and (f) Assignee's written approval of all of the foregoing items delivered to Assignee and satisfaction of all other conditions required for the Holdback, which approval shall not be unreasonably withheld, conditioned or delayed. Upon receipt of Assignee’s written confirmation as set forth in (f) above, Assignor shall forward such confirmation to Escrow Agent and instruct Escrow Agent to disburse the Holdback to Assignor. Assignor shall simultaneously send a copy of such disbursement request to Assignee. Unless Assignee provides a written objection (stating such objection with specificity) to Assignor and Escrow Agent within three (3) business days following receipt of such disbursement request, Escrow Agent shall immediately remit the Holdback to Assignor.
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Payment of Holdback after issuance of Certificate of Substantial Performance of Work, submit application for payment of holdback amount in accordance with contractual agreement. 1.4 FINAL CLEANING Part 1 General 1.1 ADMINISTRATIVE REQUIREMENTS .1 Pre-warranty Meeting: .1 Convene meeting one week prior to contract completion with contractor's representative and Contract Administrator to: .1 Verify Project requirements. .2 Review manufacturer's installation instructions and warranty requirements. .2 Contract Administrator to establish communication procedures for: .1 Notifying construction warranty defects. .2 Determine priorities for type of defects. .3 Determine reasonable response time. .3 Contact information for bonded and licensed company for warranty work action: provide name, telephone number and address of company authorized for construction warranty work action. .4 Ensure contact is located within local service area of warranted construction, is continuously available, and is responsive to inquiries for warranty work action.
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Payment of Holdback. The Holdback shall be paid by Purchaser to BSI twenty-four (24) months after the Effective Date, subject to setoff and holdback under SECTION 7.4(c) and SECTION 5.2. The rights of Purchaser under SECTIONS 5.2 and 7.4(a) shall not be in any manner limited to the amount of the Holdback, and BSI shall be fully liable for any deficiency in any or all of the Holdback to cover its obligations under this Agreement. Any amount that is retained in the Holdback pursuant to SECTION 7.4(C) with respect to any particular matter and which is not used in the resolution or settlement of that matter shall be paid by Purchaser to BSI ten business days after the matter giving rise to the retention is finally resolved. Any payment under this SECTION 2.4 shall include interest thereon, calculated at the rate of 6% per annum from the Closing Date.
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Payment of Holdback. On the date that is eighteen (18) months after the Closing Date, the Title Company shall release to Seller the Accounts Payable Holdback Amount remaining as of such date by wire transfer of immediately available funds, less the amount of any invoices for which Buyer has requested payment or reimbursement pursuant to this Section 8. If there remain any unused portions of the Accounts Payable Holdback Amount after resolution of such requests for payment or reimbursement, such unused portions of the Accounts Payable Holdback Amount shall be paid to Seller promptly following resolution of such requests.
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Payment of Holdback. On the date that is six (6) months after the Closing Date, the Title Company shall release to Seller an amount equal to half of the Indemnity Holdback Amount remaining as of such date by wire transfer of immediately available funds, less the amount of any then-pending or unresolved claims for Losses asserted pursuant to this Section 9, and on the date that is twelve (12) months after the Closing Date, the Title Company shall release to Seller the Indemnity Holdback Amount remaining as of such date by wire transfer of immediately available funds, less the amount of any then-pending or unresolved claims for Losses asserted pursuant to this Section 9. If there remain any unused portions of the Indemnity Holdback Amount after resolution of such pending or unresolved claims for Losses, such unused portions of the Indemnity Holdback Amount shall promptly be paid to Seller promptly following resolution of such claims.
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Payment of Holdback. On the Closing Date, upon the terms and subject to the conditions of this Agreement, Buyer shall pay the Holdback to the Stockholders’ Representatives, to be held by them and distributed in accordance with Section 3.2(e) and the Letters of Transmittal.
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Payment of Holdback after issuance of certificate of Total Performance of Work, submit an application for payment of holdback amount in accordance with City’s General Conditions for Construction.
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Payment of Holdback. (a) The Holdback Amount will be released by Purchaser to the Stockholders as set forth in Section 2.2.3, on each of the three month anniversary, six month anniversary, and twenty four month anniversary (respectively, the “First Release Date”, “Second Release Date”, and “Final Release Date”), less any amount of the Holdback Amount retained by Purchaser (i) to satisfy Uncontested Claims or Contested Claims (as defined in Section 8.4.2.2) for amounts determined to be owed to Purchaser under the indemnity provisions of Article VIII or under Section 8.4.2.2 (“Damages”) and for any award of attorneys’ fees and charges under the terms of this Agreement (a “Prevailing Party Award”) in accordance with the procedures set forth in Article VIII; and (ii) with respect to then pending but unresolved Contested Claims or Third Party Claims (as defined in Section 8.2). Upon resolution under Sections 8.4.2.3 and 8.4.2.4 of each pending Contested Claim or Third Party Claim under clause (ii), Purchaser will either retain or release the amount of the Holdback Amount in dispute to the Stockholders, as applicable. (b) Subject to the provisions of Article VIII, a Holdback Adjustment shall be allocated among the Stockholders pro rata in accordance with their ownership of Company Shares immediately preceding the Closing Date. (c) The amount of any unresolved Contested Claim or Third Party Claim shall be treated as a pending Holdback Adjustment until such time as the Claim has been resolved. Upon resolution of a Claim in favor of Purchaser such amount of any Damages and Prevailing Party Awards will be retained by Purchaser. (d) Any portion of the Holdback Amount not retained by Purchaser to satisfy an unresolved Contested Claim or Third Party Claim, or a Claim shall be released to the Stockholders when and as due, on the First Release Date, the Second Release Date and the Final Release Date, or as shortly thereafter as practicable.
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Payment of Holdback. 3 - On the Holdback 3 Release Date, the Purchaser shall pay to the Shareholder the full amount of Holdback 3 less the Holdback 3 Discount Amount which shall be calculated as follows:
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Related to Payment of Holdback

  • Without Consent of Holders Notwithstanding Section 9.02 hereof, the Issuer, the Guarantor (with respect to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee) or the Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide for the assumption of the Issuer’s or the Guarantor’s obligations to the Holders by a Successor Person; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a guarantor under this Indenture or to release a guarantor in accordance with the terms of this Indenture; (9) to conform the text of this Indenture, the Guarantee or the Notes to any provision of the “Description of the Notes and the Guarantee” section of the Offering Memorandum to the extent that such provision in such section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes, as provided to the Trustee in an Officer’s Certificate; (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (11) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or (12) to secure the Notes and/or the related Guarantee. Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer and the Guarantor (solely with respect to the Guarantee) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture.

  • Replacement of Holdout Lender (a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a “Replacement Lender”), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 13.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

  • Unconditional Right of Holders to Receive Payment Notwithstanding any other provision in this Indenture and any other provision of any Note, the right of any Holder of any Note to receive payment of the principal of, premium, if any, and interest on such Note on or after the respective Stated Maturities (or the respective Redemption Dates, in the case of redemption) expressed in such Note, or after such respective dates, shall not be impaired or affected without the consent of such Holder. ARTICLE SIX

  • Rights of Holders to Receive Payment Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and premium, if any, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

  • 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 of Notes Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder: (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; (3) to comply with Section 5.01 hereof; (4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor; (7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof; (8) to add a Guarantor under this Indenture or to remove any Parent Guarantor that is not a Restricted Parent Guarantor; (9) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or (10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. (11) to add additional assets as Collateral or to release any Collateral from the liens securing the Notes, in each case pursuant to the terms of this Indenture, the Collateral Documents relating to the Notes and the Intercreditor Agreement, as and when permitted or required by this Indenture, the Collateral Documents relating to the Notes or the Intercreditor Agreement. In addition, the Collateral Agent and the Trustee are authorized to amend the Collateral Documents relating to the Notes to comply with the provisions hereof and thereof. Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture (other than as required by Section 4.15 hereof) upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

  • 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;

  • Without the Consent of Holders Notwithstanding anything to the contrary in Section 8.02, the Company, the Guarantor and the Trustee may amend or supplement this Indenture, the Notes or the Guarantee without the consent of any Holder to: (A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Notes; (B) add additional guarantees with respect to the Company’s obligations under this Indenture or the Notes; (C) secure the Notes or the Guarantee; (D) add to the Company’s or the Guarantor’s covenants or Events of Default for the benefit of the Holders or surrender any right or power conferred on the Company or the Guarantor; (E) provide for the assumption of the Company’s or the Guarantor’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6 or Section 9.04, as applicable; (F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event; (G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to the Exchange of any Note; (H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee; (I) conform the provisions of this Indenture and the Notes to the “Description of Notes” section of the Company’s preliminary offering memorandum, dated March 25, 2024, as supplemented by the related pricing term sheet, dated March 26, 2024, in each case, as it relates to the Notes; (J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B); (K) comply with any requirement of the SEC in connection with any qualification of this Indenture or any supplemental indenture under the Trust Indenture Act, as then in effect; or (L) make any other change to this Indenture or the Notes that does not, individually or in the aggregate with all other such changes, adversely affect the rights of the Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).

  • With Consent of Holders Subject to Sections 7.4 and 7.7, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in Principal amount of the outstanding Securities of each series affected by such amendment, and the Holders of a majority in Principal amount of the outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series. Notwithstanding the provisions of this Section 11.2, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 7.4, may not: (a) change the stated maturity of the Principal of, or any installment of interest on, such Holder’s Security, (b) reduce the Principal amount of, or the rate of interest on (including any amount in respect of original issue discount), such Holder’s Security; (c) change the place or currency of payment of the Principal of, premium, if any, or any installment of interest on, such Holder’s Security; (d) impair the right to institute suit for the enforcement of any payment on or after the stated maturity (or in the case of a redemption, on or after the redemption date) of such Holder’s Security; (e) waive a default in the payment of the Principal of, premium, if any, or interest on, such Holder’s Security; (f) modify any of the provisions of this Section 11.2 requiring the consent of a requisite number of holders, except to increase any percentage requiring consent or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Securities; and (g) reduce the percentage or aggregate Principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities. It shall not be necessary for the consent of any Holder under this Section 11.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 11.2 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

  • Amendment Without Consent of Holders Without the consent of any Holders, the Company, the Collateral Agent, the Securities Intermediary and the Purchase Contract Agent, at any time and from time to time, may amend this Agreement, in form satisfactory to the Company, the Collateral Agent, the Securities Intermediary and the Purchase Contract Agent, to: (1) evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company; (2) evidence and provide for the acceptance of appointment hereunder by a successor Collateral Agent, Securities Intermediary or Purchase Contract Agent; (3) add to the covenants of the Company for the benefit of the Holders, or surrender any right or power herein conferred upon the Company, provided such covenants or such surrender do not adversely affect the validity, perfection or priority of the Pledge created hereunder; or (4) cure any ambiguity (or formal defect), correct or supplement any provisions herein which may be inconsistent with any other such provisions herein, or make any other provisions with respect to such matters or questions arising under this Agreement, provided such action shall not adversely affect the interests of the Holders.

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