Purchase Price Holdback. (a) Notwithstanding anything herein to the contrary, at the Effective Time, a portion of the Base Purchase Price equal to $35,000,000 less the deducts set forth in this Agreement shall be paid to the holders of Purchased Equity. The remaining $35,000,000, constituting the initial Purchase Price Holdback Amount, shall not be paid to the holders of Purchased Equity, as required by Section 2.6(b), and shall instead be held back by the Purchaser at Closing and the Purchase Price Holdback Amount less the applicable Escrow Amount shall be paid to the Payment Agent for further distribution to the holders of Purchased Equity on the date that is ninety (90) days following the Closing; provided, however, that if Mxxx Xxxxxxxxxx’x employment with TILT or one of its Affiliates is terminated prior to the end of such ninety (90) day period (a) by TILT other than for Cause or (b) by Mx. Xxxxxxxxxx for “Good Reason”, in each case, the Purchase Price Holdback Amount shall be payable to the Sellers immediately upon notice to or from Mx. Xxxxxxxxxx of his termination of employment with the Company; provided, further, however, that Mxxx Xxxxxxxxxx’x employment with TILT or one of its Affiliates is terminated prior to the end of such ninety (90) day period (a) by TILT for Cause, or (b) by Mx. Xxxxxxxxxx other than for “Good Reason,” in each case, the Purchase Price Holdback Amount shall be forfeited and never paid by Purchaser to the Sellers. The parties acknowledge and agree to the following: (i) Mx. Xxxxxxxxxx’x continued employment with TILT for at least ninety (90) days induced the Sellers into assenting to the Agreement, (ii) in the event TILT terminates Mx. Xxxxxxxxxx’x employment for Cause prior to the end of ninety (90) days following Closing, the Sellers will forfeit $35,000,000, and (iii), due to (i) and (ii), TILT shall only terminate Mx. Xxxxxxxxxx’x employment for Cause in good faith and “Cause” shall be interpreted as strictly as the law will allow in any Proceeding regarding this Agreement. For the avoidance of doubt, the Purchase Price Holdback Amount shall be payable to the Sellers, subject to this Section 2.7, even if Mxxx Xxxxxxxxxx’x employment is terminated or otherwise disrupted due to his death or his inability to perform services to the Company due to physical, emotional or mental illness.
(b) If (I) the Purchase Price Holdback Amount becomes payable to the Sellers pursuant to Section 2.7, (II) the Indebtedness and Specified Liabilities of the Company a...
Purchase Price Holdback. (a) The Buyer shall withhold the Holdback Amount as collateral to secure the Shareholders' obligations described in Section 3(b) below, during the period commencing on the Closing Date and terminating on the date that is one (1) year from the Closing Date. On the date that is one (1) year from the Closing Date (or if such date is not a business day, on the next business day thereafter), the Holdback Amount, less the amount of any reductions thereto, as provided in Section 3(b) below, if a positive amount, shall be distributed to the Shareholders, without interest, in accordance with such Shareholder's Prorata Share. The Buyer shall not be required to segregate or set aside the Holdback Amount. The Buyer may, without obligation, file a UCC-1 or other appropriate instruments with the California Secretary of State evidencing Buyer's security interest in the Holdback Amount, and the Shareholder Representative is authorized to execute and deliver such UCC-1 or other appropriate instruments, and each Shareholder shall be fully bound thereby.
(b) The Holdback Amount is subject to reduction and retention by Buyer as follows:
(i) In the event that there is a Purchase Price reduction pursuant to the terms of Section 2.3 above; and
(ii) In satisfaction of any claim for Damages by the Buyer against the Shareholders pursuant to the provisions of Section 14, below.
(c) Without limiting the foregoing, in the event that reductions to the Holdback Amount made by the Buyer pursuant to this Section 3 exceed the amount of the Holdback Amount, then, in addition to any other remedies available to the Buyer, the Buyer shall be able to recover any excess amounts directly from the Shareholders, on a joint and several basis.
(d) Under no circumstances will the Shareholders, without the prior written consent of the Buyer, assign, transfer or grant any security interest in the Holdback Amount to any party other than (i) the Buyer pursuant to Section 3(a) above, or (ii) an existing Shareholder who shall accept such assignment, transfer or security interest subject to the prior rights of the Buyer hereunder.
Purchase Price Holdback. (i) On the Closing Date, Buyer will transfer the sum of Five Hundred Thousand Dollars ($500,000) to a segregated interest-bearing account with a bank or other financial institution with a combined capital and surplus in excess of $50,000,000, which amount shall be held by Buyer in such account for the purpose of securing the indemnification obligations of Company and Shareholders under this Agreement. For purposes hereof, "Holdback Period" shall mean the period commencing on the date hereof and ending one (1) year from the date hereof, subject to extension as hereinafter provided.
Purchase Price Holdback. Purchaser shall hold back from the purchase price Six Million Dollars ($6,000,000) (the “Holdback Amount”), with such Holdback Amount to accrue interest at a rate per annum equal to 3% plus the rate indicated by Telerate at Page 3750 (rounded upward to the nearest thousandth) as having been quoted by the British Bankers Association at 11:00 A.M. London time on the date of this Agreement for the offering of U.S. dollar deposits in the London interbank market for the period of one year. The Holdback Amount plus all interest accrued will be paid to Allegheny, or retained by Purchaser, when, as and to the extent provided in Section 12(g) of this Agreement.
Purchase Price Holdback. The sum of One Hundred Thousand Dollars ($100,000) shall be held back from the Purchase Price in an interest bearing account for the benefit of Seller with Escrow Holder for the purpose of securing the representations and warranties of Seller and all other obligations of Seller under this Agreement (the “Holdback”), for a period of nine (9) months commencing from the Close of Escrow, as more particularly described in an escrow holdback agreement (“Holdback Agreement”) which shall be executed and delivered at the Closing by Buyer and Seller in the form attached hereto as Exhibit 3.3.
Purchase Price Holdback. At the Closing, ten percent (10%) of the Purchase Price (the “Holdback Amount”) shall be held in escrow by the Escrow Agent until Buyer obtains both the Brevard County and State of Florida Department of Environmental Protection sewer permits for the Intended Use, in final and non-appealable form (collectively, the “Sewer Permits”) and issued in the name of Buyer. The Holdback Amount shall be deposited in a special interest bearing trust account at Bank of America, and all interest earned on the account shall inure to the benefit of Seller. Buyer agrees to diligently process the Sewer Permits in good faith and in a commercially reasonable manner. At such time as the Sewer Permits are obtained, Buyer will authorize Escrow Agent to release the Holdback Amount and deliver the same to Seller promptly thereafter. However, if the Sewer Permits have not been obtained within nine (9) months after the Closing Date, one-third (1/3rd) of the Holdback Amount shall be released by the Escrow Agent and paid to Buyer. Likewise, if the Sewer Permits have not been obtained within twelve (12) months after the Closing Date, another one-third (1/3rd) of the Holdback Amount shall be released by the Escrow Agent and paid to Buyer. Finally, if the Sewer Permits have not been obtained within fifteen (15) months after the Closing Date, the final one-third (1/3rd) of the Holdback Amount shall be released by the Escrow Agent and paid to Buyer. Buyer understands and agrees that time is of the essence and shall prepare, apply and process the Sewer Permits in an expeditious manner. Notwithstanding anything contained in this Section 1.8 to the contrary, if either or both of the Sewer Permits are issued prior to Closing in the name of Seller, Seller shall assign to Buyer at Closing any and all right, title and interest in such Sewer Permits and shall cause the same to be re-issued in the name of Buyer by the Closing Date.
Purchase Price Holdback. In the event that the repairs to unit 1B of the Facility are not completed (which completion shall be evidenced by delivery to Purchaser of the Xxxxx & Whitney Repair Report) and paid for by Seller as contemplated by Section 5.02(i) prior to the Closing Date, Purchaser shall hold back from the Purchase Price One Million Dollars ($1,000,000) (the “Holdback Amount”). In such event, the Holdback Amount will be paid to Seller, or retained by Purchaser, when, as and to the extent provided in Section 14.02(a) of this Agreement.
Purchase Price Holdback. Five (5) percent of the Purchase Price, i.e., Six Hundred Fifty Two Thousand Twelve and 40/100 Dollars ($652,012.40) shall be withheld by the Escrow Holder for ninety (90) days after the Closing Date, during which time Buyer may conduct the inspections contemplated in Section 7(d) below. Escrow Holder: Fidelity National Title Insurance Company. Title Company: Fidelity National Title Insurance Company. Seller’s Broker: None. Buyer’s Broker: None.
Purchase Price Holdback. (a) At Closing, CH2M HILL shall retain from the Purchase Price otherwise deliverable pursuant to Section 2.3 (Payment of Total Consideration) an amount of cash equal to Seventy Million Dollars ($70,000,000) (the “Holdback Amount”) as security for the indemnification and other obligations of Sellers set forth in this Agreement but subject to the provisions of Section 5.16 (
Purchase Price Holdback. (a) Subject to the terms and conditions set forth in this Agreement, in consideration of the sale of the Purchased Assets, Purchaser agrees to pay to Seller an amount in cash (the "Purchase Price") equal to (A) the sum of (i) $3,000,000, (ii) $2,104,608.05, in respect of the Fixed Assets, (iii) $27,485,949.43, representing the book value of the Inventory as of the opening of business on the Closing Date (as hereinafter defined), determined in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with the Annual Financial Statements (as hereinafter defined) (after reduction for the amount of the related reserve in the financial records of Seller as of the Closing Date), (iv) $12,140,883.33, representing the book value of the Accounts Receivable purchased pursuant to Section 1.1(e) above as of the Closing Date, determined in accordance with GAAP applied on a basis consistent with the Annual Financial Statements (with no reduction for the amount of any related reserve in the financial records of Seller), and (v) $274,908.10, representing the amount of the Prepaid Amounts purchased pursuant to Section 1.1(i) above as of the Closing Date, determined in accordance with GAAP applied on a basis consistent with the Annual Financial Statements, less (B) the sum of (i) $3,224,334.30, representing the book value of the Accounts Payable (as hereinafter defined) as of the Closing Date, determined in accordance with GAAP applied on a basis consistent with the Annual Financial Statements, and (ii) $50,999.35, representing an allocation of rental charges and other charges in respect of the Leased Premises (as hereinafter defined) and the Assumed Contracts.
(b) Subject to the terms and conditions of this Agreement, Purchaser agrees to pay the Purchase Price to Seller, as follows: (i) an amount equal to (x) the Purchase Price less (y) $500,000 (such amount, the "Cash Consideration"), shall be paid at the Closing, and (ii) $500,000 of the Purchase Price (the "Holdback Amount"), shall be held back by Purchaser and paid to Seller in accordance with Section 1.2(c) below.
(c) The Holdback Amount shall not be delivered to Seller at the Closing but shall be withheld by Purchaser. In the event that, within 120 days after the Closing Date, any of the Accounts Receivable have not been collected at the full gross recorded amount thereof, the Purchaser shall provide notice to Parent and Seller of the amount of such uncollected Accounts Receivabl...
