The Holdback Sample Clauses

The Holdback. The Holdback will be paid at Closing and will be held in a one (1) year escrow by U.S. Bank NA, as escrow agent ("ESCROW AGENT"), and will be payable to Seller or Buyer, as the case may be, pursuant to the terms of an escrow agreement to be entered into between Buyer, Seller and Escrow Agent as of Closing, in the form set forth in EXHIBIT G (the "ESCROW AGREEMENT"). The Escrow Agreement shall set forth the agreement of Buyer and Seller to, among other things, (a) appoint Escrow Agent to act as the escrow agent, (b) maintain a fund for the payment of Seller's post-closing indemnification obligations under this Agreement, (c) authorize the Escrow Agent to release to Seller, one (1) year after the Closing Date (the "DISTRIBUTION DATE") the difference, if any, between (i) the balance of the Holdback Amount (including any interest accrued thereon) remaining after all indemnification payments to be paid to Buyer under this Agreement have been paid and (ii) the aggregate amount of the then outstanding claims of Buyer timely made and properly asserted under this Agreement and (d) authorize the Escrow Agent to continue to hold the remaining balance of the Holdback Amount (including any interest accrued thereon), if any, until it receives a final, unappealable order of a court of competent jurisdiction or joint written instructions of Seller and Buyer regarding disposition of the remaining balance of the Holdback Amount (including any interest accrued thereon).

The Holdback. Escrow Funds shall be disbursed to Seller on August 1, 1997 without notice to or consent from Purchaser, unless (i) Purchaser has made a claim against Seller in accordance with Paragraph 16.4 of the Agreement (any such claim shall be made in good faith and shall be referred to herein as a "Warranty Claim") and so notifies Escrow Agent of such claim in writing on or before 5:00 p.m. Central Time on July 31, 1997; or (ii) Purchaser has submitted a Final Closing Rent Schedule (as defined below) to Escrow Agent and Seller in accordance with Paragraph 12.3 of the Agreement, as well as the terms of this Escrow Agreement. If Escrow Agent receives either timely notice of a Warranty Claim or the Final Closing Rent Schedule, as provided in the immediately preceding sentence, then Escrow Agent shall notify Seller by telephone and in writing at the address provided in the Escrow Agreement, with a copy of such notice to Seller's attorney as shown in the Escrow Agreement.

The Holdback. (a) At the Closing, Two Million Dollars ($2,000,000) of the Purchase Price (the "Holdback") shall be deposited in an interest bearing escrow account with a party to be mutually agreeable to Mentor and SiTech as escrow agent (the "Escrow Agent"), to be held and administered in accordance with the terms and conditions set forth in this Section 2.4. Mentor and SiTech shall share equally the expenses associated with such escrow account. (b) If the Holdback has not been released to Mentor pursuant to Section 2.4(d) hereof and no claims by Mentor to the Escrow Agent have been made for the release of any of the Holdback on the first business day which is one (1) year following the Closing Date, the Escrow Agent shall release and deliver One Million Dollars ($1,000,000) of the Holdback to SiTech, without the necessity for any further instruction from either Mentor or SiTech. (c) Subject to Section 2.3(d) hereof, the Escrow Agent shall release the Holdback (or such portion of the Holdback that SiTech is entitled to receive after subtracting any of the Holdback released to Mentor in recovery of Damages (as defined in Section 7.1 below) pursuant to Section 2.3(d) hereof or any of the Holdback released pursuant to Section 2.3(b) hereof) on the first business day which is two (2) years following the Closing Date, and on such date the Escrow Agent shall release and deliver all or such portion of the Holdback including interest to which SiTech is entitled to SiTech, without the necessity for any further instruction from either Mentor or SiTech. (d) Mentor shall be entitled to recover any Damages that may be suffered by Mentor and that are indemnifiable pursuant to Article VII below against the Holdback. The applicable parties hereto shall negotiate in good faith for a reasonable period of time (prior to seeking judicial resolution) regarding the amount of Damages that are indemmfiable. Upon a final settlement between the applicable parties or judgment by a court of competent jurisdiction as to the mutually agreed or judicially determined amount of the Damages that are indemnifiable, that portion of the Holdback equaling the amount of the Damages to which Mentor is entitled to recover shall be released by the Escrow Agent to Mentor to satisfy such Damages. (e) Mentor and SiTech hereby agree to execute and deliver any agreement (the "Escrow Agreement") reasonably required by the Escrow Agent which sets forth the rights and obligations of the Escrow Agent with respect to th...

The Holdback. The Holdback Amount shall be withheld by the Buyer until the second anniversary of the Closing Date (the “Release Date”) for purposes of securing and paying (if necessary) the indemnification obligations of the Sellers pursuant to Section 9.2 and Section 9.3(e). Within thirty (30) days following the Release Date, the Buyer shall pay the Sellers the remaining Holdback Amount, if any, by wire transfer of immediately available funds to the account(s) designated by the Sellers; provided, that if any Claim Notices have been sent by the Buyer to the Sellers pursuant to Section 9.4 prior to the Release Date, a portion of the remaining Holdback Amount equal to the Losses claimed in such Claim Notices shall be retained by the Buyer until such Claim Notices are finally adjudicated in the favor of the Sellers or the Buyer agrees to release such portion of the Holdback Amount.

The Holdback. Amount placed in escrow under the Escrow Agreement shall secure the Sellers responsibility to pay for the costs of any required remediation as set forth in Section 6.6.2 which has not been completed by the Closing Date pursuant to this Section 6.6. Upon the completion of the required remediation, certification of such completion by the Consultant or mutually agreed-upon third party expert, and payment by Sellers of expenses of such remediation as set forth in Section 6.6.2 and certification, all in accordance with the standards set forth in this Section 6.6, no further claims may be made against the Holdback Amount on account of Sellers' obligations under this Section 6.6. However, if such required remediation has not been completed by Sellers and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to distribute from escrow such portion of the Holdback Amount as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation, all in accordance with the Escrow Agreement, but any such distribution from escrow of a portion of the Holdback Amount shall be limited to the total amount of such costs the Sellers are responsible for, pursuant to Section 6.6.2 above which the Sellers have not paid.

The Holdback. (i) The Closing Holdback Amount and the CCLP Acquisition Holdback Amount (collectively, the "HOLDBACK") will be retained by the Investor, and will be applied to cover any (A) DUS Losses in respect of loans made by CCLP and its Subsidiaries on or prior to the CCLP Acquisition Date, and (B) Damages resulting from Issuers' breaches of representations and warranties and covenants under this Agreement and the other Transaction Documents, and Issuers' obligations for indemnification pursuant to this Agreement and the other Transaction Documents. All claims referred to in clause (B) of the preceding sentence shall be subject to the provisions of Article VIII.