Holdback Funds definition

Holdback Funds has the meaning set forth in ‎Section 2.3.

Holdback Funds. Richmond American”). In this regard, at the Closing, Purchaser and Seller shall execute and deliver to Escrow Agent escrow instructions governing the disbursement of the Holdback Funds – Richmond American in the form attached to this Amendment as Exhibit B-1 (the “Escrow Holdback Agreement – Richmond American”). Escrow Agent shall disburse to Purchaser monthly from the Holdback Account – Richmond American, the sum of Forty Five Thousand Six Hundred One and 02/100 Dollars ($45,601.02) (the “Monthly Disbursement”), representing the monthly rent under the Master Lease – Richmond American. If, in accordance with the terms of the Master Lease – Richmond American, Purchaser or Seller leases all or a portion of the Richmond American space to a Replacement Tenant and such Replacement Tenant commences the payment of rent, Purchaser and Seller shall provide written notice thereof to Escrow Agent. If the minimum monthly rent or base rent payable by such Replacement Tenant pursuant to a Replacement Lease exceeds the Monthly Disbursement, such notice shall instruct the Escrow Agent to disburse the balance of the Holdback Funds – Richmond American to Seller. If the minimum monthly rent or base rent payable by such Replacement Tenant pursuant to a Replacement Lease is less than the Monthly Disbursement, such notice shall instruct Escrow Agent to reduce the Monthly Disbursement to Purchaser by the amount payable by the Replacement Tenant. In addition, Purchaser and Seller shall provide to Escrow Agent written notice of the amount of leasing commissions, tenant improvement allowances, tenant improvements, rent credits and/or other tenant inducement costs incurred with respect to a Replacement Lease and the amount set forth in such notice shall be disbursed by Escrow Agent from the Holdback Funds-Richmond American to Purchaser.

Holdback Funds means, as of any date of determination and with respect to any Receivable, the portion (if any) of the purchase price payable by the Seller to the related Claimant under the related Settlement Purchase Agreement held back by the Seller pursuant to the terms of such Settlement Purchase Agreement solely to address any possible administrative delays in the change of ownership of such Receivable and in an amount not to exceed the sum of the first three Scheduled Payments sold by such Claimant to the Seller, and that remains unsatisfied as of such date.

Examples of Holdback Funds in a sentence

• Holdback Funds may be retained by DSHS in the event of default or breach of the Agreement by Contractor to cover costs or damages for Contractor’s failure to adequately perform work or to cover any credits or remedies owed by Contractor to DSHS.

• Notwithstanding any provision to the contrary in this Agreement, any Holdback Funds, Collected Landlord Receivables or Unused Retention Amount delivered to the Stockholders’ Representative shall be deemed to have been delivered to the Stockholders pro rata based upon the ownership of the Company Common Stock as of the Effective Time, and Parent, Merger Sub and the Surviving Corporation shall have no further liability or obligation to the Company’s stockholders.

• Escrow Agent is hereby authorized to make disbursements of the Holdback Funds only as follows: (a) as set forth at Section 4 above; (b) into the registry of the court in accordance with Sections 12, (c) to a successor Escrow Agent under Section 13, and (d) to Escrow Agent as permitted by Section 14 of this Agreement.

• Except as set forth below, upon the expiration of the three-month period, all remaining Holdback Funds shall be delivered to Seller plus accrued simple interest thereon at the rate of 6.25% per annum.

• Upon the effective date of such resignation, Escrow Agent shall deliver the Holdback Funds and all earnings thereon to any substitute escrow agent designated by the Seller and Buyer in writing.

More Definitions of Holdback Funds

Holdback Funds means cash in the aggregate amount of $1,250,000.

Holdback Funds shall include all interest earned thereon, if any.

Holdback Funds. As defined in Section 3.03(b) of this Agreement.

Holdback Funds means the Escrow Cash and the Holdback Shares, as such amounts may be reduced from time to time after the Closing in accordance with this Agreement, including as a result of the release to the Equityholders or the Buyer or any Buyer Indemnitee or otherwise (but subject to the second sentence of Section 11.03(b)).

Holdback Funds has the meaning set forth in Section 2.5(l).

Holdback Funds means, as of any time of determination, the then balance (if any) of any Holdback Amount that has been deducted from Contingent Consideration pursuant to Section 2.1(e)(iii) and Section 8.5(d) of this Agreement, less (i) set offs or offsets therefrom in favor of Buyer Indemnified Parties prior to such time in accordance with this Agreement and (ii) any Claimed Amounts made against the Holdback Amount prior to such time in respect of a Continuing Claim (until such time as such Claimed Amounts are finally determined pursuant to this Agreement not to constitute Agreed Amounts or otherwise upon resolution of such claim hereunder).

Holdback Funds means cash, without interest, in the amount equal to the Holdback Amount, as reduced (i) by the payment of the Holdback Bonus Amounts as set forth on Schedule III attached hereto, (ii) from time to time, by the application of offsets in satisfaction of claims by Buyer Indemnified Parties pursuant to Article 6 hereof or a working capital adjustment pursuant to Section 2.03 and Section 2.04 hereof, as applicable, and (iii) by the scheduled release of a portion of such funds on the First Holdback Payment Date and the Second Holdback Payment Date pursuant to the terms of this Agreement.