Common use of Purchase Price Holdback Clause in Contracts

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.

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 Xxxx 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 MxXx. Xxxxxxxxxx for “Good Reason”, in each case, the Purchase Price Holdback Amount shall be payable to the Sellers immediately upon notice to or from MxXx. Xxxxxxxxxx of his termination of employment with the Company; provided, further, however, that Mxxx Xxxx 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 MxXx. 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) MxXx. 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 MxXx. 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 MxXx. 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 Xxxx 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.

Purchase Price Holdback. At the Closing, ten percent (a10%) 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 herein contained in this Section 1.8 to the contrary, at the Effective Time, a portion if either or both of the Base Purchase Price equal Sewer Permits are issued prior to $35,000,000 less Closing in the deducts set forth name of Seller, Seller shall assign to Buyer at Closing any and all right, title and interest 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), such Sewer Permits and shall instead cause the same to be held back re-issued in the name of Buyer 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 illnessDate.