Holdback Cash Consideration definition

Holdback Cash Consideration is defined in Section 1.3.
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Holdback Cash Consideration shall have the meaning set forth in Section 2.5(b).
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Holdback Cash Consideration means cash in the amount of $8,000,000.
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Examples of Holdback Cash Consideration in a sentence

  • Upon receipt of the Holdback Cash Consideration as set forth in Section 1.3(b), Seller agrees to promptly pay or cause to be paid the benefits due to the Business Employees in accordance with the terms of Seller’s Amended Management Retention Plan.

  • Parent shall be entitled to reduce the Holdback Cash Consideration by the amount necessary to satisfy and pay the amount of any claim with respect to which an Indemnified Party is entitled to indemnification pursuant to this Article 9.

  • Subject to the conditions and limitations set forth in this Article 9, Buyer shall also be entitled to set off against the Retention Holdback Remainder available as of the Retention Holdback Termination Date the amount of any Indemnified Losses in excess of the Holdback Cash Consideration for which an Indemnified Party is entitled to indemnification pursuant to this Article 9.

  • Buyer shall retain and shall have the right to subtract from the Holdback Cash Consideration (x) the amount, if any, to which Buyer or Parent is entitled pursuant to Section 2.7(d) (Working Capital Shortfall) and (y) any Indemnified Losses for which an Indemnified Party is entitled to indemnification pursuant to Article 9.

  • The Closing Cash Consideration and Holdback Cash Consideration may be increased or decreased (as provided below) for the cumulative net adjustments required as of or following the Closing.

  • At the Closing, Buyer shall retain the amount of the Holdback Cash Consideration, which will constitute security for the satisfaction of Seller’s indemnity and other obligations under this Agreement and the Ancillary Agreements (the “Seller Party Obligations”).

  • Subject to the conditions and limitations set forth in Article 9, the Buyer shall be entitled to set off against the Retention Holdback Remainder which remains available as of the Retention Holdback Termination Date the amount of any Indemnified Losses in excess of the Holdback Cash Consideration for which an Indemnified Party is entitled to indemnification pursuant to Article 9.

  • Any other payments (including disbursements of the Holdback Cash Consideration), if any, to be made to the Equityholders following the Closing shall be made to the Representative (or a paying agent engaged by the Representative (the “Paying Agent”)) for the benefit of such Equityholders, and shall be paid by the Representative or such Paying Agent to the Equityholders in accordance with their Applicable Holdback Percentages.

  • The Buyer will pay LTI the amount required by this Section 1.5, if any, or LTI will pay the Buyer the amount required by this Section 1.5, if any, within five calendar days after the Closing Date Balance Sheet has become final and binding on the parties hereto; provided that the Buyer may offset any such amount owed by LTI against the Holdback Cash Consideration.

  • Other than as set forth in Section 10.1 and this Section 10.6(e), no Equityholder will be liable for a breach of any representation, warranty or covenant of any other Equityholder under this Agreement or any other Transaction Document (provided, however, that the indemnification obligations of the Indemnifying Parties shall be joint and several, and not subject to limitation or apportionment, to the extent satisfied out of the Holdback Cash Consideration).


More Definitions of Holdback Cash Consideration

Holdback Cash Consideration means such amount as is equal to 10% of the cash consideration of the Option Exercise Price as contemplated under Section 3.4.
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Related to Holdback Cash Consideration

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.