Holdback Release Amount definition

Holdback Release Amount means any portion of the Holdback Amount that is determined from time to time in the sole and absolute discretion of Seller to no longer be required to satisfy any potential future Seller Group Transaction Expenses from and after such determination date (each such determination date being a “Holdback Release Determination Date”); provided, that the entire balance of the Holdback Amount (if any) remaining two (2) months prior to the fifth anniversary of the Closing Date (the “Holdback Release Deadline”) shall be deemed a Holdback Release Amount for purposes of this Agreement.
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Holdback Release Amount has the meaning specified in Section 11.10(a) hereof.
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Holdback Release Amount has the meaning set forth in Section 1.7 (Holdback).
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Examples of Holdback Release Amount in a sentence

  • Without limiting the generality of Section 9.9, the Holdback Release Amount when ultimately determined shall be added to the Purchase Price.

  • As soon as any such claim has been resolved, the Purchaser shall immediately deliver the applicable portion of the Holdback Release Amount not required to satisfy the remaining claims to the Seller.

  • If (i) Final Closing Cash minus the Final Closing Cash Target plus the Holdback Release Amount exceeds (ii) Estimated Closing Cash minus the Estimated Closing Cash Target, then the Purchaser shall pay, or cause to be paid, cash in the amount of such excess to the Seller or its designees by wire transfer of immediately available United States funds into an account to be designated by the Seller.

  • The 15-month plus [***]-days’ anniversary of the Closing Date will be referred to in this Agreement as a “Termination Date” and any disbursements of the Holdback Release Amount made on the Termination Date, together with the Final Distribution Amount, will be referred to in this Agreement as the “Distribution Amounts”.

  • As soon as practicable following the completion of the Shareholder Representative’s responsibilities, the Shareholder Representative will deliver the aggregate amount of funds remaining in the Expense Reserve Holdback Account to Seller, with respect to each Share outstanding immediately prior to the Effective Time held by Seller, an amount equal to the Expense Reserve Holdback Release Amount Per Share.

  • Any Company Transaction Expenses arising in connection with the payment of the Holdback Release Amount shall be retained by the Buyer.

  • The Spreadsheet will be, as of the Closing, true, correct and complete and the payments made in accordance therewith at the Closing as well as any Holdback Release Amount, Remaining Amount and Earn-Out Payment, when paid pursuant to this Agreement will be in accordance with the Certificate and the terms of each outstanding Security of the Company.

  • Within ten (10) Business Days after the end of the fifteen (15) month period beginning on the Closing Date (the “Holdback Release Date”), Purchaser shall cause the Holdback Release Amount, if any, to be released from the holdback and distributed to the Sellers in accordance with their respective Pro Rata Percentage.

  • Within five Business Days following the Holdback Expiration Date, Parent shall pay, or cause to be paid, to the Equityholders (other than with respect to Dissenting Shares) (subject to any applicable withholding) , in accordance with their respective Pro Rata Share, the Holdback Release Amount in cash (pursuant to the wire transfer instructions set forth in the Consideration Spreadsheet).

  • Any portion of the Holdback Release Amount that is retained to satisfy Unresolved Claims shall be referred to as the “Retained Amount”.


More Definitions of Holdback Release Amount

Holdback Release Amount means (a) if Parent validly elected in accordance with this Agreement to cause the Estimated Aggregate Additional Adjustment to equal $850,000,000, the Holdback Amount or (b) if Parent did not validly elect in accordance with this Agreement to cause the Estimated Aggregate Additional Adjustment to equal $850,000,000, an amount equal to the Holdback Amount minus $140,000,000.
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Holdback Release Amount means, at any time of any request, the positive different between the Supported Loan Amount and $24,250,000.00 (plus the amounts which may have been previously released from the Holdback Reserve Escrow Account).
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Holdback Release Amount means the amount equal to 50% of the Holdback Amount minus the amount, if any, of any unresolved claims for indemnification pursuant to ARTICLE VIII.
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Holdback Release Amount means an amount equal to the Then Remaining Holdback minus the aggregate amount of all Unresolved Claims as of the Holdback Expiration Date. If such amount is a negative number, the Holdback Release Amount shall be $0.
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Holdback Release Amount means the amount equal to fifty-percent (50%) of the Holdback Amount minus the sum of (i) the amount, if any, of any unresolved claims for indemnification pursuant to Article 10, plus (ii) the Initial Release Amount. Notwithstanding anything to the contrary, only claims for indemnification made within six (6) months of the Closing Date shall be included in the calculation of the Holdback Release Amount.
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Holdback Release Amount shall equal (a) the Holdback Amount, minus (b) the Adjustment Shortfall Amount, if any.
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Related to Holdback Release Amount

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

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

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

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

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

  • 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.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • 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 Deposit has the meaning set forth in Section 2.1.

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

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

  • Release Price As defined in Section 4.5(a).

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • extended reduction (qualifying contributory benefits means a reduction under this scheme for which a person is eligible in accordance with paragraph 88 or 95;

  • 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 hereof.

  • Escrow Fund means the escrow fund established pursuant to 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.

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

  • Severance Amount means (A) for any Termination other than during a Covered Period, an amount equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective Termination; or (B) for a Termination during a Covered Period, an amount equal to two hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.

  • Working Capital Escrow Amount means $2,000,000.

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

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

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Declined Amount as defined in Section 2.12(e).

  • Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC