Holdback Balance definition

Holdback Balance has the meaning set forth in Section 6.8(b).
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Holdback Balance means, as of any date, the Holdback Amount, minus (x) the amount of any Third Party Claims (or portion thereof) satisfied by a debit against the Holdback Balance according to Section 7.5(a) minus (y) all amounts previously released from the Holdback Balance according to Section 1.3.
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Holdback Balance has the meaning set forth in Section 2.6(ba). …
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Examples of Holdback Balance in a sentence

  • The Consideration and the Allocation Schedule shall be adjusted to reflect any payments made pursuant to Section 2.03(b) and any debits to the Holdback Balance pursuant to Section 8.08, as applicable, in accordance with the applicable provisions of §1060 of the Code (and any similar provision of state, local, or foreign Tax Law, as appropriate), as determined by the mutual written consent of Buyer and Seller (the Allocation Schedule, as so adjusted, the “Final Allocation Schedule”).

  • Performance Audit Guidelineshttp://www.saiindia.gov.in/english/ home/Our_Process/Audit_Methology/Guidelines_Notes/PA_Guidelines2014.pdf, (Accessed on 20 November 2014).• Dev Nathan& Virginius Xaxa (2012).

  • All indemnification payments made under this Agreement and all debits to the Holdback Balance pursuant to Section 8.08 shall be treated by the parties as an adjustment to the Consideration for Tax purposes, unless otherwise required by Law.

  • Issued and outstanding Class 2 GP Additional EntitlementsIssued and outstanding Class 2 GP Additional Entitlements including Class 2 GP Holdback Balance at December 31, 2021 831,354 831,354 Adjustment to Class 2 GP Additional Entitlements (1) - -Balance at June 30, 2022 831,354 831,354(1) On January 1, 2022, the four Boston Pizza Restaurants that permanently closed during the period from January 1, 2021 to December 31, 2021 were removed from the Royalty Pool.

  • On the Holdback Release Date, Buyer shall release and pay to Seller the remaining Holdback Balance, subject to retention of an amount equal to any Claimed Amount covering claims (or expected claims) to indemnification under Section 8.02 that are unresolved as of the Holdback Release Date (which retained amount shall be released and paid to Seller upon final resolution of all such unresolved claims).

  • On the Holdback Release Date, Xxxxx’x Buyer shall release and pay to Xxxxx’x Seller the remaining Holdback Balance, subject to retention of any amount equal to the amount of any indemnification claim made by any Buyer Indemnified Party (which retained amount shall be released and paid to Xxxxx’x Seller upon final resolution of all such unresolved claims).

  • Any indemnification payments under this Article VII and all debits to the Holdback Balance pursuant to Section 7.5 shall be treated for Tax purposes as adjustments to the Final Closing Consideration to the extent permitted by applicable Law.

  • The Allocation shall be adjusted to reflect any debits made to the Holdback Balance pursuant to Section 7.5(a), as applicable, in accordance with the applicable provisions of Section 1060 of the Code (and any similar provision of state, local or foreign Law, as appropriate), as determined by the mutual written consent of Buyer Parties and Seller Parties.

  • Note that since f < n/2 , the fusion interval cannot be larger than the union of all correct intervals.

  • Except as set forth below, the Purchaser shall pay the remainder of the Holdback Amount, if any (the “Holdback Balance”), to the Company upon ** ** by delivering a number of shares of Purchaser Common Stock equal to the number of the Holdback Stock multiplied by a fraction, the numerator of which is the Holdback Balance and the denominator of which is the Holdback Amount, by the Purchaser’s delivery of Purchaser Common Stock to the Company.

Related to Holdback Balance

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

  • 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.”

  • Time balance means the sum of the principal amount financed and the finance charge.

  • Class Balance With respect to any Class of Certificates, at any time, the aggregate of the

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

  • Asset Balance means, for any Payment Date, the Pool Balance as of the beginning of the current Collection Period.

  • Specified Reserve Account Balance means, for any Payment Date, an amount equal to 2.00% of the Pool Balance as of the Cut-Off Date; provided, however, on any Payment Date after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified Reserve Account Balance” shall be $0.

  • 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.

  • Fund balance is the value of the Accumulation Fund, determined pursuant to Section 1.4.

  • Specified Spread Account Balance means on the Closing Date, % of the sum of the Pool Balance as of the [Initial] Cutoff Date and on any Payment Date thereafter the lesser of, (a) % of the [sum of (i) the] Pool Balance as of the [Initial] Cutoff Date [plus (ii) the aggregate Contract Value of all Subsequent Receivables sold to the Trust as of their respective Cutoff Dates] and (b) the outstanding principal amount of the Notes. However, if (A) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) will be reduced to % on such Payment Date and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Dates as provided in the following clauses (B), (C) or (D); (B) if the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Date in [Month] 20XX or any Payment Date thereafter and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (C) or (D); (C) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (D); and (D) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter, [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter. In addition to the ability to amend the “Specified Spread Account Balance” definition pursuant to Section 9.1(a) of the Indenture, the Specified Spread Account Balance may also be reduced or modified without the consent of the Holders of the Notes if the Rating Agency Condition is satisfied with respect to such reduction or modification.

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

  • 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.

  • Class C Unpaid Realized Loss Amount As of any Distribution Date, the excess of (1) the Class C Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class C Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class C Certificates pursuant to the last sentence of the definition of "Certificate Principal Balance."

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

  • Unpaid Balance of any Receivable means at any time the unpaid principal amount thereof.

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

  • Specified Reserve Fund Balance means, on the Closing Date $3,846,153.85, and with respect to any Payment Date 0.25% of the initial aggregate principal balance of the Receivables as of the Cutoff Date.

  • Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

  • Unpaid Realized Loss Amount With respect to any Class of Subordinated Certificates and as to any Distribution Date, is the excess of (i) the Applied Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all distributions in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates, and (b) the amount by which the Class Certificate Balance of such Class has been increased due to the distribution of any Subsequent Recoveries on all previous Distribution Dates. Any amounts distributed to a Class of Subordinated Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of such Class.

  • Debit Balance means, as of any date, the dollar amount, if any, representing each of: (1) the aggregate Annual Charge, accrued in accordance with Section 3.4(g)(i); and (2) any Leveraged Principal Amount (together with any pro rata Interest Amounts determined in accordance with Section 3.4(g)(ii), if applicable), as reduced by any distributions recorded from ML Ventures Units recorded in a Participant’s Account in accordance with Section 3.4(e).

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Available Balance means, in relation to any Account, the aggregate of: (i) the balance in such Account in your favour of immediately available and freely transferable funds; and (ii) where we have granted you an overdraft facility or line of credit in respect of such Account, the limit of such overdraft facility or line of credit notified by us to you less the total amount payable by you to us with respect to such overdraft facility or line of credit.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Deficiency Balance means, with respect to any Receivable, any deficiency balance, charged-off amount, Principal Balance, accrued interest and/or fees and any Related Security; provided, that such amounts and Related Security relate to a Receivable which is a Defaulted Receivable.