Holdback Payments definition

Holdback Payments has the meaning set forth in Section 2.01(b).
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Holdback Payments has the meaning set forth in Section 2(b) below. For the avoidance of doubt, the term “Holdback Payments” may include, as applicable, the First Holdback Payment, the First Holdback Excess Payment, the Second Holdback Payment and the Third Holdback Payment.
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Holdback Payments is defined in Section 2.2(h).
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Examples of Holdback Payments in a sentence

  • Each of the Stockholders hereby agrees that his interest in each of the Closing Payment, and, if applicable, any Holdback Payments and any Earn-Out Payments, shall be equal to his ownership interest (expressed as a percentage) in GIG as of the date of this Agreement as set forth in Section 4.04(a) of the GIG Disclosure Schedule.

  • Any indemnification to which Buyer is entitled under this Agreement as a result of any Adverse Consequences Buyer may suffer may be satisfied by Buyer setting-off such indemnification amounts against any Holdback Payments due to Sellers, and Buyer shall seek to satisfy such indemnification amounts against any Holdback Payments due to Sellers prior to and before seeking to satisfy such indemnification amounts against other assets of Sellers.

  • Subject to the terms of the Escrow Agreement, such Shareholder also shall be entitled to the right to receive the applicable Series C Per Share Holdback Payments or Junior Per Share Holdback Payments, if any.

  • Each of the Stockholders further agrees that if the conditions set forth below in Section 2.01(b)(ii)(A) or 2.01(b)(iii)(A) for any Holdback Payments or the Earn-Out Payments (taking into consideration Section 2.01(b)(iii)(A)(iii)) are not satisfied, FCBI shall have no obligation to make any such payments and shall not make any such payments.

  • Thereafter, any Shareholder who has not theretofore exchanged its Shares in accordance with this Article III shall thereafter look only to Parent for payment of the applicable Initial Per Share Payment upon due surrender of their Certificates (or affidavits of loss in lieu thereof) and to Parent for the applicable Per Share Holdback Payments, if any, in each case, without any interest thereon.

  • The aggregate consideration for the Target Shares shall be up to $3,000,000, subject to adjustments after Closing pursuant to Section 2(b)(iii) for accrued interest on Holdback Payments (as so adjusted, the “Purchase Price”).

  • If the Buyer PV exceeds the Purchaser PV, and provided that no Event of Default exists and no condition exists that with the giving of notice or the passage of time or both would cause an Event of Default to exist, Buyer shall pay an amount equal to the original Holdback less the difference between Buyer PV and Purchaser PV and less Holdback Payments paid on the Receivable to Seller within ten (10) days of the Purchaser’s prepayment.

  • In addition, Parent shall promptly deliver or cause to be delivered to such Company Stockholder the Per Share Holdback Payments, if any, as they become payable.

  • Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make other distributions to Borrower or to a domestic Wholly-Owned Subsidiary; (ii) Borrower may make Earn-Out Payments and Holdback Payments to the extent permitted under the Subordination Agreement; and (iii) Borrower may make regularly scheduled payments of interest to Sifen under the Sifen Subordinated Loan Documents to the extent permitted under the Sifen Subordination Agreement.


More Definitions of Holdback Payments

Holdback Payments means, collectively, the MegaPath Holdback Payments and the UNSI Holdback Payments.
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Related to Holdback Payments

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Stock Payment means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

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

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

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

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

  • Earnout Payments has the meaning set forth in Section 2.2(a).

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

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

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

  • Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • 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.

  • Contingent Payments has the meaning set forth in Section 2.3(d).

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

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

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • 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.

  • Minimum Payments $50 (with respect to all funds in the aggregate.) No payment pursuant to this Schedule is payable to a dealer, bank or other service provider for the first year with respect to sales of $1 million or more, at no load, in cases where A I M Distributors, Inc. has advanced the service fee to the dealer, bank or other service provider.

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Share Payment means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

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

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C of the Plan.

  • Earnout Payment has the meaning set forth in Section 2.3(b).