Escrow Holdback Amount definition

Escrow Holdback Amount means $1,000,000.
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Escrow Holdback Amount shall have the meaning set forth in Section 2.2(b) hereof.
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Escrow Holdback Amount means $3,000,000.
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Examples of Escrow Holdback Amount in a sentence

  • Thereafter, any remaining Indemnity Escrow Holdback Amount retained by the Escrow Agent and any remaining Indemnity Holdback Shares that continue to be subject to the Indemnity Holdback Restriction with respect to the Unresolved Claims (if any), shall be released by the Escrow Agent or from the Indemnity Holdback Restriction, as applicable, upon resolution of such Unresolved Claims.

  • Upon completion of the acquisition, construction and installation of the Property and before any disbursement of the Escrow Holdback Amount (as defined in Section 2.04 of the Escrow Agreement) from the Escrow Fund, but in no event later than September 30, 2004, Borrower shall provide to Lender the Final Appraisal.

  • No indemnification claims pursuant to Section 9.2(a), Section 9.2(b), or Section 9.2(c) shall be brought directly against any Stockholder and, absent fraud, the Stockholders shall have no Liability beyond the Escrow Holdback Amount.

  • The Escrow Agent shall be entitled to rely on any such memorandum or agreement and shall distribute from the Escrow Holdback Amount in accordance with the terms of the memorandum or agreement.

  • On the first anniversary of the Closing Date, subject to the deduction of any pending or final indemnification claims by the Purchaser under the Agreement, an amount equal to each Seller’s pro rata portion of the outstanding Escrow Holdback Amount will be released to each Seller.

  • The Per Share Escrow Holdback Amount, if any, payable pursuant to Section 2.1 above shall be paid following the release from escrow of the Escrow Holdback Amount (or remaining portion thereof) in accordance with the terms of the Escrow Agreement.

  • Promptly (and in any event within ten (10) Business Days) after all such claims have been resolved, the Escrow Agent shall deliver to the Company Shareholders the remaining portion of the Initial Escrow Holdback Amount, if any, not required to satisfy the claims described in SECTION 7.2(d)(II)(B).

  • In addition, to the extent any Buyer Indemnified Party is entitled to an indemnification payment pursuant to this Article 7, such Buyer Indemnified Party may elect to have all or a portion of such amounts be satisfied through funds that remain available in the Indemnification Escrow Account (up to the Escrow Holdback Amount), subject to the terms set forth in Section 7.9.

  • In the event of the death, physical or mental incapacity or resignation of the Representative, Company Stockholders representing a majority in interest of the Escrow Holdback Amount may appoint a new Representative.

  • Parent shall use reasonable best efforts to cause the distribution of the shares of Parent Common Stock constituting the Escrow Amount to which to the Stockholders are entitled to be effected promptly after the Escrow Period termination date, or, in the case an Escrow Holdback Amount is held back in accordance with this Section 7.3(b), promptly after the claims relating to such Escrow Holdback Amount have been resolved in accordance with Section 7.4(d).


More Definitions of Escrow Holdback Amount

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 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 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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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.
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Related to Escrow Holdback Amount

  • Escrow Deposit has the meaning set forth in Section 2.1.

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

  • 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 $3,000,000.

  • 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.

  • 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 means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • 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 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 means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

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

  • 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 Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

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