Holdback Agent definition

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

  • Seller and Purchaser hereby designate the Title Company as escrow holdback agent (“Holdback Agent”), for purposes of this Section 15 and the holdback and disbursement of funds hereunder, and by its acknowledgment of receipt of this Agreement, Title Company accepts such appointment and agrees to act as Holdback Agent hereunder, upon the terms and subject to the conditions hereinafter set forth.

  • 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.

  • 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.

  • 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.

  • 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.

  • Holdback Agent shall disburse funds from the Invested Holdback Amount to Buyer only upon receipt of written disbursement authorization from both Parties.

  • Holdback Agent shall have the right to request instructions from the parties prior to taking any action permitted or required hereunder.

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

  • The Parties shall share equally the customary fees and usual charges for services of Holdback Agent under this Section 15.


More Definitions of Holdback Agent

Holdback Agent has the meaning set forth in Section 2.5 below.
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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 9 below.
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Related to Holdback Agent

  • Escrow Deposit has the meaning set forth in Section 3.3.

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

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • 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 $5,000,000.

  • 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 has the meaning set forth in Section 2.3(c).

  • 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 that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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 Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • Holders’ Representative means the Holders’ Representative named in the first paragraph of this Agreement or any direct or indirect successor Holders’ Representative designated in accordance with Section 6.3.

  • 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;