Escrow Holdback Amount definition

Escrow Holdback Amount means $1,000,000.
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Escrow Holdback Amount shall have the meaning referenced in Section 1.1.2 hereof.
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Escrow Holdback Amount means an amount equal to the Combined Escrow Holdback Amount times a fraction, the numerator of which shall equal the aggregate Exchange Common Consideration and the denominator of which shall equal the Total Primary Equity Base.
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Examples of Escrow Holdback Amount in a sentence

  • Should Seller obtain the NFA and have delivered same to Purchaser by the date that is eighteen (18) months after the Closing (the “Outside NFA Date”), the Escrow Agent shall, within two (2) business days after Seller’s delivery of the NFA to Purchaser, release the Escrow Holdback Amount to Seller.

  • Should Seller fail to obtain and deliver the NFA to Purchaser by the Outside NFA Date, the Escrow Holdback Amount shall be released to Purchaser, and neither party hereto shall have any further obligations related to the NFA or any other matter relating thereto.

  • Notwithstanding any provisions herein to the contrary, (i) all such prorations shall be excluded from any calculations of the Maximum Indemnity Amount, (ii) NEW OPERATORS shall not be required to look solely to the Escrow Holdback Amount to recover such prorations, and (iii) the parties may offset any such prorations against amounts owed by the other party.


More Definitions of Escrow Holdback Amount

Escrow Holdback Amount means the good faith aggregate amount, as reasonably determined by Buyer, of all claims for indemnification set forth in any demand for indemnification made by a Buyer Indemnified Person to Seller pursuant to and in strict compliance with Article IX (whether disputed or undisputed) on or prior to the Escrow Release Date that are outstanding as of the Escrow Release Date. ARTICLE III.
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Escrow Holdback Amount shall be equal to the product of the following (i) $2,550,000 divided by the Aggregate Merger Consideration, multiplied by (ii) the Option Cancellation Payment otherwise payable to such Principals. The "Gross Cash Holdback Amount" shall be equal to the product of the following (i) $1,000,000 divided by the Aggregate Merger Consideration multiplied by (ii) the Option Cancellation Payments otherwise payable to such Principal. In the event amounts to be paid to the holders of Options exceed the Adjusted Option Amount, all such holders shall be cut back pro rata until such time that the aggregate payment due to such holders of Options is equal to the Adjusted Option Amount.
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Escrow Holdback Amount means $1,200,000;
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Escrow Holdback Amount means (i) the Escrow Cash Holdback, plus (ii) the product of (A) the Escrow Stock Holdback and (B) the Stock Price.
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Escrow Holdback Amount means $10,000,000 to be withheld from the Total Consideration paid to the Company Stockholders in accordance with this Agreement and placed in the Escrow Account in accordance with the Escrow Agreement and Section 2.3 of this Agreement, for the purpose of securing the Company’s indemnity obligations set forth in Section 9.2 of this Agreement. Any earnings that may accumulate or accrue on the Escrow Holdback Amount in accordance with the terms of the Escrow Agreement shall be for the benefit of the Company Stockholders in accordance with their respective Pro Rata Shares, provided, however, in the event Macrovision receives a distribution from the Escrow Account pursuant to the terms of the Escrow Agreement in respect for a claim for indemnification in accordance with the terms of Article IX hereof, such distribution shall also include an amount of earnings for such claim accrued from the Closing Date until the date of such distribution. For the avoidance of doubt, the Escrow Holdback Amount shall not include the Employee Retention Escrow Amount.
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Escrow Holdback Amount means $3,000,000.
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Related to Escrow Holdback Amount

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

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

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

  • Indemnity Escrow Amount means $5,000,000.

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

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • 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.

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

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

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • 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 remaining interest or other amounts earned thereon.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • 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.

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;

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

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Working Capital Escrow Amount means $500,000.

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

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).