Final Holdback Payment definition

Final Holdback Payment means the sum of the remainder, if any, of (a) the Initial Holdback Reserve minus (b) the aggregate amount finally determined to be payable to the Buyer Indemnified Persons pursuant to Article VII in respect of all claims to which the Initial Holdback Reserve relates.
Sample 1Sample 2
Final Holdback Payment means the remainder, if any, of (i) the Aggregate Holdback Amount, minus (ii) the aggregate amount finally determined (in accordance with Section 10.7) prior to the First Holdback Payment Date to be payable to Parent Indemnified Persons pursuant to Article X, minus (iii) the First Holdback Payment.
Sample 1Sample 2

Examples of Final Holdback Payment in a sentence

  • Within five (5) Business Days following date of the final determination (in accordance with Article VII) of all claims to which the Initial Holdback Reserve relates, Buyer shall deliver to Seller the Final Holdback Payment, if any.

  • The aggregate purchase price (the “Purchase Price”) payable for the Acquired Assets shall be the sum of (a) the Closing Payment plus (b) the Initial Holdback Payment, if any, and the Final Holdback Payment, if any, payable in accordance with Section 2.3.

  • Within ten (10) Business Days following date of the final determination (in accordance with Article IX and the Escrow Agreement) of all claims to which the Initial Holdback Reserve relates, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the Final Holdback Payment calculated by multiplying such Stockholder’s Pro Rata Share by the Final Holdback Payment, in the form of shares of Buyer Common Stock with respect to the Buyer Stock Consideration.

  • The sole and exclusive means that the Parent Indemnified Persons shall be entitled to obtain payment with respect to the indemnification rights provided for in this Article X shall be through the deduction of Losses from the First Holdback Payment and/or Final Holdback Payment, as the case may be, in accordance with the definitions thereof.

  • Subject to Article VIII, within five (5) Business Days following the later of (i) final determination of all claims to which the Second Holdback Reserve relates and (ii) the Final Holdback Payment Date, the Parent shall deliver or caused to be delivered to Xxxxxxx the Remaining Holdback Shares.

  • To secure the indemnification obligations of Xxxxxxx set forth in Article VIII hereof, at the Closing, the Total Holdback Shares shall be withheld by the Parent (on behalf of Xxxxxxx) to be held during the period commencing on the Closing Date and ending on the Final Holdback Payment Date.

Related to Final Holdback Payment

  • Stock Payment means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

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

  • 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.

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • Initial Dividend Payment Date means the Initial Dividend Payment Date as determined by the Board of Directors of the Corporation with respect to the AMPS or Other AMPS, as the case may be.

  • Earnout Amount has the meaning provided in Section 2.9(b).

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Delta Payment means as it is described in this Agreement.

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Dividend Payment Date means February 15, May 15, August 15 and November 15 of each year.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Contingent Payment shall have the meaning set forth in Section 2.2(a).

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Dividend Payment means dividends (in cash, Property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any shares of any class of stock of the Company or of any warrants, options or other rights to acquire the same (or to make any payments to any Person, such as "phantom stock" payments, where the amount thereof is calculated with reference to the fair market or equity value of the Company or any of its Subsidiaries), but excluding dividends payable solely in shares of common stock of the Company.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.