Held Back Amount definition

Held Back Amount has the meaning set forth in Section 1.4(a).

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Held Back Amount means $250,000, to be retained by Citadel from the Purchase Price in accordance with Section 2.2.

Held Back Amount has the meaning specified in Section 3.4(b). "HSR Act" means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended. "Indebtedness for Borrowed Money" means (a) all indebtedness of Sellers in respect of money borrowed (including, without limitation, indebtedness which represents the unpaid amount of the purchase price of any property), (b) all indebtedness of Sellers evidenced by a promissory note, bond or similar written obligation to pay money, (c) all indebtedness guaranteed by Sellers or for which Sellers are contingently liable, including, without limitation, guaranties in the form of an agreement to repurchase or reimburse, and any commitment by which any such Person assures a creditor against loss, including contingent reimbursement obligations with respect to letters of credit, and (d) all monetary obligations of Sellers under any lease or similar arrangement, which obligations would be classified and accounted for as capital obligations on a balance sheet of Sellers under GAAP. "Indemnitee" has the meaning specified in Section 14.3. "Indemnitor" has the meaning specified in Section 14.3. 6 <PAGE> 8 "Intellectual Property" has the meaning specified in Section 2.1(e). "Joint Venture" means Dick Broadcasting/Capitol Networks Joint Venture, a joint venture between DBC of Nashville and Capitol Radio Networks, Inc. "Knowledge" shall mean with respect to any statement the absence of actual present knowledge of any fact that would render the statement inaccurate. "Knoxville Stations" has the meaning specified in the recitals to this Agreement. "Leaseholds " has the meaning specified in Section 4.8. "Letter of Credit" has the meaning specified in Section 3.2(a). "Lickton Property" has the meaning specified in Section 10.17(a). "Lien" means any mortgage, pledge, hypothecation, assignment, encumbrance, claim, easement, transfer restriction, lien (statutory or otherwise) or security interest of any kind or nature whatsoever. "Material" or "material" shall mean significant, substantial and relevant under a commercially reasonable standard. "Mandatory Consents" has the meaning specified in Section 6.11. "Mergers" means, collectively, the DBC of Nashville Merger and the DR Alabama Merger. "Nashville Stations" has the meaning specified in the recitals to this Agreement. "Notice of Disagreement" has the meaning specified in Section 10.2(b). "Obligations" means, without duplication, all (a) Indebtedness for Borrowed Money, (b) accrued taxes, accounts ...

Examples of Held Back Amount in a sentence

• At such time, Citadel and Seller shall execute and deliver a new escrow agreement, in substantially the form attached as Exhibit A hereto, which shall govern the retention and release of the Held Back Amount.

• If at the Closing Citadel and Sellers reasonably conclude, based upon the Supplemental Financial Statements delivered to Citadel hereunder, that there is likely to be a BCF Shortfall, then at the Closing Citadel shall withhold from the Purchase Price an amount equal to 20 times the estimated BCF Shortfall (such amount being referred to as the "Held Back Amount").

• If no payment is ultimately required from Sellers pursuant to Section 3.4(a), then the entire Held Back Amount, together with interest earned thereon, shall be released to Sellers.

• The Purchase Price, less the Held Back Amount, shall be paid at the Closing to the Partners (58% to CAT and 42% to Desert) in cash by wire transfer of immediately available funds to accounts designated by the Partners in writing at least three days prior to the Closing Date.

• To the extent a payment is ultimately required from Sellers pursuant to Section 3.4(a), such payment shall be made first from the Held Back Amount and (x) if an additional amount is still due, such balance shall be paid by Sellers or (y) if the Held Back Amount exceeds the amount due, such excess amount, together with interest earned thereon, shall be released to Sellers.

• Citadel shall deposit the Held Back Amount with the Escrow Agent in an interest-bearing escrow account for the benefit of the ultimate recipient 14 <PAGE> 16 of the Held Back Amount.

• Notwithstanding anything to the contrary herein, the final settlement of the Purchase Price in accordance with Sections 2.2(b) and 2.2(c), and the application of the Held Back Amount, shall not be considered in determining whether the Threshold has been reached.

• Of the 659,149 ViaSource Shares referred to above, ViaSource shall retain a total of 147,733 shares, taken pro rata from the amounts payable to the Shareholders on Schedule 1.5 hereto, to be held in accordance with Section 5.3 hereof as the held back amount ("Held Back Amount").

• If Net Working Capital is less than Estimated Net Working Capital, then Citadel shall permanently retain a portion of the Held Back Amount equal to such deficiency and shall pay to the Partners the remainder, if any, of the Held Back Amount; provided, however, that if such deficiency exceeds the Held Back Amount, then Citadel shall permanently retain the entire Held Back Amount and the Partners shall pay to Citadel the amount by which such deficiency exceeds the Held Back Amount.

• As security for the obligations of the Seller's and the Parent's indemnification obligations under Section 12.1, at the Closing, the Purchaser shall set aside and deposit in an interest-bearing account designated for the benefit of the Seller, the Held Back Amount.

More Definitions of Held Back Amount

Held Back Amount has the meaning set forth in Section 10.8.

Held Back Amount has the meaning specified in Section 3.4(b).