Holdback Deadline definition

Holdback Deadline means the date that is twelve (12) months after the Closing Date.

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Holdback Deadline has the meaning set forth in Section 2.07(a).

Holdback Deadline means the date that is twelve (12) months after the Closing Date. “Holdback Shares” is defined in S ection 2.3(b).

Examples of Holdback Deadline in a sentence

• If Purchaser delivers a Claim Notice on or before the end of the Initial Holdback Deadline or the Final Holdback Deadline, as applicable, and Sellers do not dispute such claim, Purchaser shall be entitled to indemnification by the Sellers in accordance with ARTICLE 11, including the right to receive from the Holdback Amount funds in an amount equal to the amount of the indemnity claim for which Purchaser is entitled under this ARTICLE 11.

• To the extent that, prior to the Holdback Deadline, MFCU assesses (or expresses its intent to assess) any penalties, damages, or other liabilities against any member of the Company Group arising from the MFCU Matter (the “MFCU Matter Penalties Amount”), then Buyer shall (a) provide all such documentation received in connection with such matter to Seller, and (b) reasonably consult with Seller as to any actions to be undertaken by the Company Group with respect thereto.

• If the FHLMC Consent is not received on or before December 31, 2001 (the "Holdback Deadline")(regardless of whether the FHLMC Consent is received by Purchaser following the Holdback Deadline), subject to clause (vi) below, the Purchase and Assumption Price shall be permanently reduced by the amount of the FHLMC Holdback Amount and no further amounts shall be due or payable to Parent or any Seller with respect to the FHLMC Consent.

• If Buyer has delivered one or more Claim Notices to the Principal Representative and the Escrow Agent on or before the Holdback Deadline and has not then determined the appropriate amount to be offset, Buyer shall pay to the Escrow Account promptly upon the Holdback Deadline an amount equal to remaining portion of the Holdback Amount less any amounts estimated in any Claim Notice and an amount reasonably estimated by Buyer to cover any unresolved claims.

• No later than 10 (ten) Business Days following the Holdback Deadline, Buyer shall pay to the Seller by wire transfer of immediately available funds to the account(s) designated in writing to Buyer by Seller an amount equal to (A) the MFCU Holdback Amount, minus (B) the MFCU Matter Penalties Amount.

• If either the SunAmerica Consent or the Anchor Consent is not received by the Holdback Deadline (regardless of whether such consent is received by Purchaser following the Holdback Deadline), subject to clause (vi) below, the Purchase and Assumption Price shall be permanently reduced by the amount of the corresponding SunAmerica Holdback Amount or Anchor Holdback Amount and no further amounts shall be due or payable to Parent or any Seller with respect to such consent.

More Definitions of Holdback Deadline

Holdback Deadline means the date that is twelve (12) months after the Closing Date. “Holdback Funds” is defined in Section 2.3(b).

Holdback Deadline means the date that is six (6) months after the Closing Date.

Holdback Deadline is defined in Section 13.8(b). “Hydrocarbons” means oil and gas and other hydrocarbons produced or processed in association therewith (whether or not such item is in liquid or gaseous form), or any combination thereof, and any minerals (whether in liquid or gaseous form) produced in association therewith, including all crude oil, gas, casinghead gas, condensate, natural gas liquids, and other gaseous or liquid hydrocarbons (including ethane, propane, iso-butane, nor-butane, gasoline, and scrubber liquids) of any type and chemical composition. “Imbalance” means any over-production, under-production, over-delivery, under-delivery or similar imbalance of Hydrocarbons produced from or allocated to the Assets, regardless of whether such over-production, under-production, over-delivery, under-delivery, or similar imbalance arises at the wellhead, pipeline, gathering system, transportation system, processing plant or other location, including any imbalances under gas balancing or similar agreements, processing agreements and gathering or transportation agreements. “Income Taxes” means (i) all Taxes based upon, measured by, or calculated with respect to gross or net income, gross or net receipts or profits (including franchise Taxes and any capital gains, alternative minimum, and net worth Taxes, but excluding ad valorem, property, excise, severance, production, sales, use, New Mexico gross receipts, New Mexico compensating, real or personal property transfer or other similar Taxes), (ii) Taxes based upon, measured by, or calculated with respect to multiple bases (including corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, measured by or calculated with respect to is included in clause (i) above (but excluding ad valorem, property, excise, severance, production, sales, use, New Mexico gross receipts, New Mexico compensating tax, real or personal property transfer or other similar Taxes), or (iii) withholding Taxes measured with reference to or as a substitute for any Tax included in clauses (i) or (ii) above. “Indebtedness” means, with respect to any Person, at any date, in each case without duplication, (a) all indebtedness or obligations of such Person for borrowed money (or issued or incurred in substitution or exchange for borrowed money), including all principal, interest, premiums, fees (including arranging, administrative, late and default fees), expenses, overdrafts, costs of collection a...

Holdback Deadline means the date that is eighteen (18) months following the Closing Date.