Holdback Agent definition

Holdback Agent has the meaning set forth in Section 9.12(b).
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Holdback Agent means Firstrust Bank, a Pennsylvania state chartered banking association.
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Holdback Agent has the meaning set forth in ss.2.05(e) below.
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Examples of Holdback Agent in a sentence

  • Holdback Agent shall use reasonable efforts to keep the Holdback Amount invested in Permitted Investments, but Holdback Agent shall have no obligation to reinvest all or any portion thereof in any particular Permitted Investment or to maximize the yield available from among the various Permitted Investments.

  • At the Closing, funds equal in amount to the Damage Ceiling shall be withheld from the amount payable to Seller pursuant to this Agreement (the “Holdback Amount”) and shall be held in escrow by the Holdback Agent on and pursuant to the terms and conditions set forth in this Section 15.

  • Holdback Agent agrees to provide the Parties with periodic, monthly, computation of the Invested Holdback Amount.

  • In addition, Holdback Agent may consult with legal counsel in connection with Holdback Agent’s duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by Holdback Agent in good faith in accordance with the advice of counsel.

  • Holdback Agent is not responsible for determining and verifying the authority of any Person acting or purporting to act on behalf of any Party to this Section 15.

  • The Holdback Amount, plus any interest earned from the investment thereof, if any, less any and all transaction or account fees, costs, expenses or charges attributable to such investment or owed to Holdback Agent (such sum hereinafter called the “Invested Holdback Amount”), shall be delivered by Holdback Agent to the applicable Party or, if pursuant to Section 15(j) hereof, to a substitute impartial party or a court having appropriate jurisdiction, in accordance with the terms of this Agreement.

  • The Holdback Agent will not be responsible for the validity or sufficiency of the Holdback Provisions, including the amount of Holdback Fund.

  • Seller and Buyer agree that Holdback Agent is to act as the Parties’ nominee in investing the Invested Escrow Amount pursuant to this Agreement and in collecting the interest earned on the Invested Escrow Amount on behalf of the Parties.

  • In performing any duties under this Section 15, Holdback Agent shall not be liable to any Party for damages, losses, or expenses, except as a result of the negligence or willful misconduct on the part of the Holdback Agent.

  • Holdback Agent shall not incur any liability for (i) any act or failure to act made or omitted in good faith, or (ii) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit delivered to Holdback Agent under this Section 15 that Holdback Agent shall in good faith believe to be genuine, nor will Holdback Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority.


More Definitions of Holdback Agent

Holdback Agent means Firstrust Bank, a Pennsylvania state chartered banking association. “Holdback Agreement” has the meaning set forth in Section 2.2(b)(ii)(A).
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Holdback Agent has the meaning set forth in Section 2.5 below.
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Holdback Agent has the meaning set forth in Section 9 below.
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Related to Holdback Agent

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

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

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

  • 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.

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

  • Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.

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

  • Disbursement Agent means Deutsche Bank National Trust Company, a national banking association, and its successors in interest, as disbursement agent under the Custodial and Disbursement Agreement, and any successor Disbursement Agent under the Custodial and Disbursement Agreement.

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

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

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

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

  • Stockholders’ Representative has the meaning set forth in the Preamble.

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

  • 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.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Stockholder Representative has the meaning set forth in the preamble.

  • 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 Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;