Withheld Amount. The Parties agree that the amount equivalent to ten percent (10%) of the Closing Price (the “Withheld Amount”) shall be retained by the Purchasers from the Closing Price in order to offset any amount that the Seller shall pay to the Purchasers as a result of the Final Post-Closing Adjustment, pursuant to Section 3.8. The Withheld Amount shall be adjusted by the variation of one hundred percent (100%) of the CDI from the Closing Date until the date of effective payment and shall be fully paid to the Seller (after any deduction to offset the Final Post-Closing Adjustment, if necessary) on the date of payment of the Final Post-Closing Adjustment.
Withheld Amount. 12, 49 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made and entered into and effective as of the 19th day of July, 2005, by and among The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation ("A&P"), A&P Luxembourg S.a x.x., a Luxembourg societe a responsabilite limitee ("SELLER" and, together with A&P, the "A&P PARTIES"), Metro Inc., a Quebec company ("METRO"), and 4296711 Canada Inc., a Canadian corporation ("PURCHASER" and, together with Metro, the "METRO PARTIES").
Withheld Amount. With the purpose of guaranteeing payment, by Seller, to Buyer’s Indemnified Parties of any indemnifications due by Seller under the terms of Chapter VI above, Seller hereby expressly agrees with the withholding of the amount of thirty million Reais (R$ 30,000,000.00), readjusted by one hundred percent (100%) of the positive variation of the CDI between the Closing Date and the date of the actual payment, (“Withheld Amount”) by Buyer, which shall be withheld from the Deferred Payment on the Closing Date and regulated by this Chapter VII.
Withheld Amount. 52 Workout Fee...................................................................................52 Workout Fee Rate..............................................................................52 Section 1.02 Certain Calculations in Respect of the Mortgage Pool.............................52
Withheld Amount. Purchaser herewith delivers to the Escrow Agent, and the Escrow Agent hereby acknowledges receipt of US$l payable to XxXxxxxx Binch Xxxxxxxxxx LLP, in trust. Seller and Purchaser confirm that such amount represents the Withheld Amount, subject to adjustment pursuant to Section 2.6 of the Purchase Agreement, and such amount and any additional Withheld Amount is to be dealt with by the Escrow Agent pursuant to this Agreement.
Withheld Amount. Upon closing, and as collateral security for the payment of any post-Closing adjustment to the Merger Consideration or any indemnification obligations of the Sole Stockholder pursuant to Sections 8 or 10.2 of the Agreement, the Sole Stockholder transfers, pledges and assigns to FTI, for the benefit of FTI, a security interest in ten percent (10%) of the number of shares of FTI Common Stock issuable to the Stockholders pursuant to this Section 4.1 (the "Withheld Amount").
Withheld Amount. At the Effective Time, a portion of the Cash Consideration in the amount of $100,000 ("Special Escrow") and a portion of the Stock Consideration in the amount of 100,000 shares ("General Escrow") (collectively referred to herein as "Withheld Amount"), shall be placed in a mutually satisfactory escrow and shall be available to satisfy adjustment of the Aggregate Maximum Consideration under Section 1.2(d).
Withheld Amount. At Closing, Purchaser will withhold an amount equal to $1,480,000 (the "Withheld Amount") from the Initial Purchase Price. The Purchaser will hold the Withheld Amount in a segregated, non-interest bearing account. The Withheld Amount shall be used to help fund any payments owed by Sellers to Purchaser as a result of the purchase price adjustment set forth in Section 2.3 below. The Withheld Amount shall be released on the later to occur of (i) 120 days after the Closing Date or (ii) the final determination of the purchase price adjustment set forth in Section 2.3 below.
Withheld Amount. On the Closing Date, $7,500,000 of the Closing Consideration
Withheld Amount. 61 Workout Fee ............................................................... 62 Workout Fee Rate .......................................................... 62 EXHIBITS Exhibit A-1 Form of Class X Certificate .............................. X-0-0 Xxxxxxx X-0 Form of Class A-1 Certificate ............................ X-0-0 Xxxxxxx X-0 Form of Class A-2 Certificate ............................ X-0-0 Xxxxxxx X-0 Form of Class B Certificate .............................. X-0-0 Xxxxxxx X-0 Form of Class C Certificate .............................. X-0-0 Xxxxxxx X-0 Form of Class D Certificate .............................. X-0-0 Xxxxxxx X-0 Form of Class E Certificate .............................. X-0-0 Xxxxxxx X-0 Form of Class F Certificate .............................. X-0-0 Xxxxxxx X-0 Form of Class G Certificate .............................. A-9-1 Exhibit A-10 Form of Class H Certificate .............................. A-10-1 Exhibit A-11 Form of Class J Certificate .............................. A-11-1 Exhibit A-12 Form of Class K Certificate .............................. A-12-1 Exhibit A-13 Form of Class L Certificate .............................. A-13-1 Exhibit A-14 Form of Class M Certificate .............................. A-14-1 Exhibit A-15 Form of Class N Certificate .............................. A-15-1 Exhibit A-16 Form of Class O Certificate ............................... A-16-1 Exhibit A-17 Form of Class R-I Certificate ............................ A-16-1 Exhibit A-18 Form of Class R-II Certificate ........................... A-17-1 Exhibit A-19 Form of Class R-III Certificate .......................... A-18-1 Exhibit B-1 Form of Transferor Certificate ........................... X-0-0 Xxxxxxx X-0 Form of Transferee Certificate ........................... X-0-0 Xxxxxxx X-0 Form of Transferee Certificate ........................... B-3-1 Exhibit C-1 Form of Transfer Affidavit and Agreement ................. C-1-1 Exhibit C-2 Form of Transferor Certificate ........................... C-2-1 Exhibit D Form of Request for Release ................................. D-1 Exhibit E Form of UCC-1 Financing Statement ........................... E-1 Exhibit F Methodology to Normalize Net Operating Income and Debt Service Coverage ....................................... F-1 Exhibit G Form of Distribution Date Statement ......................... G-1 Exhibit H Form of Master Servicer Report .............................. H-1 Exhibit I Certain Reports ........
