Available Holdback Amount definition

Available Holdback Amount means the Holdback Amount less (i) any Holdback Release Payment and (ii) any deductions from the Holdback Amount in accordance with this Agreement, as of any determination date hereunder. beneficial ownership" (and its correlative terms) have the meanings assigned to such terms in Rule 13d-3 under the Exchange Act. "business day" has the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act.
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Available Holdback Amount means an amount equal to $1,000,000 minus any amounts in favor of a Parent Indemnified Party that have been actually deducted (or have been agreed or otherwise determined to be deductible) from the 12-Month Payment pursuant to Section 6.3.
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Available Holdback Amount means the Holdback Amount less any Holdback Release Payment, as of any determination date hereunder.
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Examples of Available Holdback Amount in a sentence

  • On the date that is eighteen (18) months after the Closing Date (the "Final Holdback Release Date"), the Available Holdback Amount, if any, less the sum of any amounts with respect to any unresolved Notice of Claim for which any Parent Indemnified Party is seeking indemnification, shall be released to the Paying Agent for distribution to the holders of Merger Shares entitled to receive Merger Consideration pursuant to Section 2.1(c).

  • The Holdback Amount, if any, that is standing in the Holdback Account as of an Incentive Compensation Date and is not attributable to sales or removals of Properties during the quarter of which the Incentive Compensation Date is the last day together with all interest earned thereon, (in the aggregate, the "Available Holdback Amount") shall be fully disbursed to the Advisor or AGAR within ninety (90) days after the next succeeding Incentive Compensation Date, in accordance with paragraph 3(c) below.

  • Upon surrender of a Security that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Security equal in principal amount to the unredeemed or unpurchased portion of the Security surrendered, subject to the minimum denomination set forth in Section 2.01 hereof.

  • If the Portfolio Return Value is a negative amount (the "DEFICIENCY AMOUNT"), then AGAR shall be paid from the Available Holdback Amount then in the Holdback Account the lesser of: (i) the absolute amount of the Deficiency Amount; or (ii) the entire balance of the Available Holdback Amount then in the Holdback Account.

  • For each Incentive Compensation Date on which there is an Available Holdback Amount in the Holdback Account, the Portfolio Return Value will be calculated as of such Incentive Compensation Date and the amount thereof will be agreed upon by AGAR and the Advisor, with any dispute to be resolved as provided in this Agreement.

  • The Available Holdback Amount of 25% shall be payable on the next Incentive Compensation Date in accordance with paragraph 3(c) above.

  • Upon such mutual agreement or receipt of such order or determination, the Parent shall promptly deduct from (but only to the extent of) the Available Holdback Amount the amount set forth therein and shall give prompt notice of such deduction to the Representative.

  • Upon such mutual agreement or receipt of such order or determination, Venaxis shall promptly deduct from (and only to the extent of) the Available Holdback Amount the amount set forth therein and shall give prompt notice of such deduction to the Sellers' Representative.

  • Any portion of the Available Holdback Amount remaining in the Holdback Account after the payment to AGAR shall be paid to the Advisor.


More Definitions of Available Holdback Amount

Available Holdback Amount means the Holdback Amount less (i) any Holdback Release Payment and (ii) any deductions from the Holdback Amount in accordance with this Agreement, as of any determination date hereunder. beneficial ownership" (and its correlative terms) have the meanings assigned to such terms in Rule 13d-3 under the Exchange Act.
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Available Holdback Amount means, for each Mortgaged Property, the amount set forth on Schedule ALA.
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Related to Available Holdback Amount

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Adjustment Escrow Amount means $1,000,000.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Available Distribution Amount As to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date and (vii) the proceeds of any Pledged Assets received by the Master Servicer, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn by the Master Servicer from the Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a). Such amount shall be determined separately for each Loan Group. Additionally, with respect to any Mortgage Pool that is comprised of two or more Loan Groups, if on any Distribution Date Compensating Interest provided pursuant to this Section 3.16(e) is less than Prepayment Interest Shortfalls incurred on the Mortgage Loans in connection with Principal Prepayments in Full and Curtailments made in the prior calendar month, such Compensating Interest shall be allocated on such Distribution Date to the Available Distribution Amount for each Loan Group on a pro rata basis in accordance with the respective amounts of such Prepayment Interest Shortfalls incurred on the Mortgage Loans in such Loan Group in respect of such Distribution Date.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Working Capital Escrow Amount means $2,000,000.

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.