Aggregate Holdback Amount definition

Aggregate Holdback Amount means the number of Purchaser Common Shares equal to the sum of the Specified Inventory and Adjustment Holdback Amount, the RW Retention Holdback Amount and the Special Indemnity Holdback Amount.

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Aggregate Holdback Amount means the sum of the Purchase Price Adjustment Holdback Amount plus the Shareholder Representative Expense Amount.

Aggregate Holdback Amount means an amount equal to 10% of the Aggregate Purchase Price.

Examples of Aggregate Holdback Amount in a sentence

If the Upfront Licensor Fees are greater than the Aggregate Holdback Amount, Acquirer and the Securityholder Agent shall Release from Indemnity to Acquirer that number of Acquirer ADSs that have an aggregate value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to the final payment of the Upfront Licensor Fees, equal to the amount by which the Upfront Licensor Fees exceed the Aggregate Holdback Amount.
If the Licensor Fees other than the Contingent Licensor Fees (the “Upfront Licensor Fees”) are less than the sum of the Special Holdback Amount and the Adjustment Holdback Amount (such sum, the “Aggregate Holdback Amount”), the amount by which the Aggregate Holdback Amount exceeds the Upfront Licensor Fees (the “Remaining Holdback Amount”) shall be subject to Section 1.7(f).
The Aggregate Holdback Amount will be held in escrow pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit 2.6.
The Remaining Employees will report all income, if any, that is earned on, or derived from, the applicable Aggregate Holdback Amount as income in the taxable year or years in which such income is properly includable and pay any taxes attributable thereto.
Upon notice to the Sellers specifying in reasonable detail the basis for such set-off, the Purchaser may elect to set-off any amounts to which it may be entitled under this Agreement against the Aggregate Holdback Amount.
In cases where the Indemnifying Party fails to timely pay the indemnification owed to the Indemnified Party (excluding any payments that may and should be deducted from the Aggregate Holdback Amount or Escrow Amount by Buyer), the Indemnifying Party shall be subject to adjustment by the variation of [****], calculated from the due date until the date of effective payment, plus [****] interest, applied pro rata diem.
On the Closing Date, Purchaser shall reserve for issuance to Sellers, but holdback (the “Holdback”) from issuance to Sellers, the Aggregate Holdback Amount, to be held by Purchaser on the terms and subject to the conditions of this Agreement.

More Definitions of Aggregate Holdback Amount

Aggregate Holdback Amount means the aggregate of the Closing Adjustments Holdback and the Loss Adjustments Holdback;

Aggregate Holdback Amount shall be an amount equal to -------- $3,150,000, which Buyer, at the Closing, shall retain pending the determination of the amount of the Equipment adjustment and Inventory adjustment pursuant to Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 10.3, pending the completion of any environmental remediation required under Section 6.7 hereof which is not resolved by the Closing Date and pending a Final Determination in the ▇▇▇▇▇▇ Litigation. Of such Aggregate Holdback Amount, (i) $400,000 will be allocated to the resolution of the Equipment adjustment pursuant to Section 2.7.1, (ii) $50,000 will be allocated to the resolution of the Inventory adjustment pursuant to Section 2.7.2, (iii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to ▇▇▇▇▇▇▇ ▇▇.▇ (▇▇▇▇▇▇▇ (▇), (▇▇), (▇▇▇) and (iv) being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the ▇▇▇▇▇▇ Litigation (the "▇▇▇▇▇▇ Holdback Amount"). Notwithstanding anything in the foregoing to the contrary, if any portion of the Holdback Amount specified in this Section 2.7.3 proves to be insufficient for resolution of the matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or indemnification or remediation obligations in accordance with the time periods provided herein for its resolution, Buyer will instruct the Escrow Agent remit to Seller that portion of the Holdback Amount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.7 and 10.3 hereof. In the event of any disagreement between Buyer and Seller regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to instruct the Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, Buyer shall remit to Seller any remaining portion of the Holdback Amount to which Seller is entitled. Notwithstanding the foregoing, Buyer shall not be limi...

Aggregate Holdback Amount means $6,500,000;

Aggregate Holdback Amount means shall mean the sum of (i) the ▇▇▇▇▇▇▇▇ Holdback Amount, plus (ii) the Lautaro Holdback Amount, plus (iii) the Julian Holdback Amount, plus (iv) the ▇▇▇▇▇▇ Holdback Amount, plus (v) the Final Installment, in each case as expressed in United States Dollars (USD $).