Holdback Note definition

Holdback Note means a promissory note of the Purchaser payable to Parent in the principal amount of $40,000,000, which shall mature on the second anniversary of the Closing Date and bear interest at the rate of 6% per annum, substantially in the form attached hereto as Exhibit B.
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Holdback Note means that certain promissory note, issued in connection with an Optional Redemption, pursuant to the terms set forth on Exhibit A hereto.
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Holdback Note means that certain subordinated, unsecured promissory note of GFNA in favor of D. E Xxxx Laminar Portfolios, L.L.C. dated as of the Second Amendment Effective Date, in an aggregate original principal amount of $1,500,000. Holdings means General Finance Corporation, a Delaware corporation.
Sample 1

Examples of Holdback Note in a sentence

  • Buyer shall have the right to recover Losses in respect of indemnification claims pursuant to Section 8.01 from Sellers by reducing the principal amount of the Indemnity Holdback Note.

  • The Indemnity Escrow Amount shall be released by repayment in full of the Indemnity Holdback Note on the 12 month anniversary of the Closing, provided that if a claim has been made on any Buyer Indemnified Party for any Losses as provided for in Section 8.01, a reserve amount equal to Buyer’s good faith estimate of amount of such claim shall be retained as an outstanding amount under the Indemnity Holdback Amount.

  • In accordance with the terms of the Holdback Note, Buyer shall have a right of set-off against amounts due and payable under the Holdback Note to satisfy Seller's indemnification obligations, if any, pursuant to Section 10.4 hereof.

  • Purchaser may in good faith offset any Losses for which it in good faith is seeking indemnification hereunder against the principal amount of the Holdback Note and/or the amount of any Earnout Amount payable; provided, however, that Purchaser shall be liable for any amounts so offset to the extent such amounts are finally determined not to be Indemnifiable Losses.

  • All accrued and unpaid interest on the Holdback Note on amounts not subject to claims, pending or resolved, shall be paid annually on each anniversary of the Closing.

  • The TGS Escrow Amount shall be released by repayment in full of the TGS Holdback Note on the earlier of the non-appealable resolution in full of all TGS Claims and the expiration of the statute of limitations for breach of contract claims in the State of Florida.

  • Buyer shall have the right to recover Losses in respect of TGS Claims from each Seller’s Pro Rata Share of the TGS Escrow Amount by reducing the principal amount of the TGS Holdback Note.

  • In the case of breaches of any of the Selling Parties Fundamental Representations, the Member Fundamental Representations or Fraud, the Buyer Indemnified Parties shall be entitled to recover the amount of any Losses first from the Indemnity Holdback Note, and second, to the extent the Indemnity Holdback Note has been depleted, directly from the Selling Parties, jointly and severally.

  • Except in the case of breaches of any of the Selling Parties Fundamental Representations, the Member Fundamental Representations or Fraud and subject to the limitations set forth in this Article VIII, the Buyer Indemnified Parties shall only be entitled to recover the amount of any Losses from the Indemnity Holdback Note.

  • Anything in this Agreement to the contrary notwithstanding, Buyer may withhold and set off against any other amounts otherwise due Seller, including without limitation amounts owing pursuant to the Holdback Note, any amount as to which Seller is obligated to indemnify Buyer pursuant to any provision of this Section 10.4 and Seller may withhold and set off against any other amounts otherwise due Buyer any amount as to which Buyer is obligated to indemnify Seller pursuant to Section 10.4(b)(iii).


More Definitions of Holdback Note

Holdback Note shall have the meaning set forth in Section 2.2(a).
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Holdback Note has the meaning specified in Section 3.1.
Sample 1
Holdback Note means that certain subordinated, unsecured promissory note of the Parent in favor of D.E Shaw Laminar Portfolios, L.L.C. ("Lamport") dated as of the Amendment Effective Date, in an aggregate original principal amount of $1,500,000, which promissory note was issued to Lamport part of the consideration paid to it as a shareholder of MOAC in connection with the Parent Merger.
Sample 1
Holdback Note has the meaning set forth in Section 2.6(b).
Sample 1
Holdback Note means the promissory note referred to in Section 3.1.2, substantially in the form of Exhibit H.
Sample 1

Related to Holdback Note

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

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

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

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

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • 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 Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Company Stock Certificate has the meaning set forth in Section 1.7.

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

  • Holdback Period has the meaning set forth in Section 3(a).

  • 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.

  • 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.

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

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).