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.
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.
Holdback Release Amount has the meaning specified in Section 11.10(a) hereof.
Examples of Holdback Release Amount in a sentence
Any Company Transaction Expenses arising in connection with the payment of the Holdback Release Amount shall be retained by the Buyer.
The Escrow Agent will distribute the Buyer Holdback Release Amount and Seller Holdback Release Amount in accordance with the Holdback Release Direction within three (3) Business Days of the receipt of the Holdback Release Direction.
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.
More Definitions of Holdback Release Amount
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).
Holdback Release Amount has the meaning set forth in Section 1.7 (Holdback).
Holdback Release Amount has the meaning set forth in Section 9.6(e) hereof.
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.
Holdback Release Amount shall equal (a) the Holdback Amount, minus (b) the Adjustment Shortfall Amount, if any.
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.
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.