Held Back Amount definition

Held Back Amount has the meaning set forth in Section 10.8.
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Held Back Amount has the meaning specified in Section 3.4(b).
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Held Back Amount has the meaning set forth in Section 1.4(a).
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Examples of Held Back Amount in a sentence

  • 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.

  • 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.

  • 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.

  • 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").

  • The IJ does not decide any constitutional issues, but simply finds the relevant facts and applies the factors set forth by the court.6 IJs already have authority to find facts and apply those facts in inquiries that the Constitution requires IJs to conduct.

  • If the Held Back Amount is insufficient to set off any claims for Damages hereunder (or has been paid to the Company prior to the making or resolution of such claim), or if the Buyer does not elect to set off any Damages from the Held Back Amount, then the Buyer may take any action or exercise any remedy available to it by appropriate legal proceedings to collect the Damages.

  • 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.

  • Buyer may set off against and recoup from the Held Back Amount the indemnifiable damages for which the Sellers may be responsible pursuant to this Agreement.

  • 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 means $250,000, to be retained by Citadel from the Purchase Price in accordance with Section 2.2.
Sample 1
Held Back Amount has the meaning specified in Section 3.4(b). "HSR Act" means the Xxxx-Xxxxx-Xxxxxx 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 ...
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Related to Held Back Amount

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

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

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

  • Clawback Amount has the meaning set forth in Section 6.05.

  • 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.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • 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.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

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

  • 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.”

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

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

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

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

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

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

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

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

  • L/C Amount means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

  • Offset Amount means the amount or amounts which the Joint Venturers may be entitled to offset against future royalty payments pursuant to subclause (3) of this Clause;

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Allowed Amount means the total amount of reimbursement allocated to a covered Service and includes both the BCBSAZ payment and the Member Cost-share payment. BCBSAZ calculates deductible and Coinsurance based on the Allowed Amount, less any access fees or Precertification Charges. BCBSAZ uses the Allowed Amount to accumulate toward any Out-of-pocket Coinsurance Maximum or Out-of-pocket Maximum that applies to the member’s Benefit Plan. The Allowed Amount does not include any balance bills from noncontracted Providers. The Allowed Amount is neither tied to, nor necessarily reflective of, the amounts Providers in any given area usually charge for their services. The table below shows how BCBSAZ determines the Allowed Amount:

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.