Holdback Reserve definition

Holdback Reserve has the meaning ascribed to such term in Clause 8.4.

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Holdback Reserve means, with respect to any Person for any ---------------- sale, lease, transfer or other disposition of any property or assets, an amount equal to any amount required to be reserved (and properly reserved for) by such Person in accordance with GAAP against any contingent liabilities that (a) are associated with the property and assets of such Person being sold, leased, transferred or otherwise disposed of in such transaction in accordance with the terms of the Loan Documents (including, without limitation, pension and other post- employment benefit liabilities, liabilities related to environmental matters and liabilities resulting from indemnification obligations for other similar contingent liabilities) and (b) are required to be retained or indemnified by such Person under the documentation evidencing the terms and conditions of such transaction; provided that -------- the amount of each Holdback Reserve shall be (i) reduced on each Business Day that the Borrower shall give notice to the Agent that the contingent liabilities giving rise to such Holdback Reserve have been paid, satisfied or extinguished in an amount specified in such notice, by such amount, and (ii) permanently reduced to zero on the earlier to occur of (X) the date that is 24 months after the date on which the Borrower or any of its Subsidiaries received Net Cash Proceeds from the transaction for which the Holdback Reserve was established and (Y) the date on which the contingent liabilities for which such Holdback Reserve was established are no longer required to be reserved against in accordance with GAAP.

Holdback Reserve means with respect to the Company, any amount reserved as of the Closing Date for a holdback that may become payable by any of the Transferred Entities pursuant to a Holdback Agreement and that remains unpaid by the Transferred Entities, calculated in accordance with the formulas and methodologies used in the preparation of the Company’s consolidated interim financials and otherwise in accordance with GAAP.

Examples of Holdback Reserve in a sentence

As soon as the Holdback Reserve will be at least equal to the minimum threshold amount specified in Clause 8.4.2, and as long as it will remain at least the same, the Holdback Reserve will be remunerated by an amount equal to one hundred per cent (100%) of the Special Financing Commission rate.
In any case, the amount of the Holdback Reserve for all French Sellers shall never be higher than the total outstanding amount of the Transferred Receivables.
The Factor may draw from the Holdback Reserve the sums necessary to cover a debit position of the relevant Current Account.
Any event taken into account in the Holdback Reserve shall be taken into account only once, and only with respect to such reserve (to the exclusion of the Specific Reserve).
The Holdback Reserve is a Sub-Account the purpose of which is to guarantee that the Factor may exercise all contractual remedies.
Any event taken into account in the Specific Reserve shall be taken into account only once, and only with respect to such reserve (to the exclusion of the Holdback Reserve).
Upon Lender’s consent to the purchase of the Fee Estate of the Burlington Property pursuant to Section 2.7 hereof, in the event that Borrower provides evidence satisfactory to Lender in its reasonable discretion that (i) the sale of the Burlington Property has occurred and (ii) Borrower has fulfilled the requirements of Section 2.7 hereof, Lender shall release such Holdback Reserve Funds to Borrower.
Within five (5) Business Days following date of the final determination (in accordance with Article VII) of all claims to which the Initial Holdback Reserve relates, Buyer shall deliver to Seller the Final Holdback Payment, if any.
The Mortgage Loan was modified pursuant to that certain Modification of Amended, Restated and Consolidated Mortgage and Security Agreement dated as of November 22, 2002, modifying the provisions relating to the release of funds held in the Holdback Reserve.
Upon an Event of Default, Lender shall have the right, as determined by Lender in its sole discretion, to apply all or a portion of the Holdback Reserve Funds to the payment of the Debt, in such order as Lender shall determine in its sole discretion.

More Definitions of Holdback Reserve

Holdback Reserve means, with respect to any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries pursuant to Section 5.02(d)(vii) or 5.02(d)(viii), an amount equal to the aggregate amount of all current accruals and medical claims payable and other accounts payable of the Borrower or its applicable Subsidiary that (a) are associated with the property and assets of the Borrower or such Subsidiary being sold, leased, transferred or otherwise disposed of in such transaction and (b) are required to be retained by the Borrower or such Subsidiary as consideration for, and under the terms of the documentation for, such sale, lease, transfer or other disposition, as such amount may be reduced from time to time pursuant to Section 2.01(c)(ii) or 2.05(b)(vii); provided that (i) the aggregate amount of all such current accruals and medical claims payable and other accounts payable of the Borrower or any its Subsidiaries comprising any such Holdback Reserve shall not exceed the lesser of (A) the aggregate cash consideration received by the Borrower and its Subsidiaries for their own account on the date on which such Holdback Reserve is established for the accounts receivables sold, transferred or otherwise disposed of in such transaction and (B) the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders on the date of such sale, lease, transfer or other disposition and (ii) each Holdback Reserve shall be eliminated on the date that is 90 days after the date on which the Borrower or any of its Subsidiaries consummated the sale, lease, transfer or other disposition of any of its property and assets that gave rise to the establishment of such Holdback Reserve, regardless of whether the related current accruals and medical claims payable and other accounts payable of the Borrower or any its Subsidiaries have been paid or otherwise satisfied by or on behalf of the Borrower or any of its Subsidiaries on or prior to such date; and provided further that the aggregate amount of all Holdback Reserves in effect on any date of determination shall not exceed (1) $30,000,000 at any time prior to the date on which the aggregate Term Commitments are reduced to, and the aggregate principal amount of all outstanding Term Advances is, less than $300,000,000 and (2) $50,000,000 at any time thereafter.

Holdback Reserve has the meaning set forth in Section 6.9.

Holdback Reserve means an initial amount equal to $1,855,334, which reserve shall be reduced by the Lender in accordance with Section 2.7 hereof.

Holdback Reserve means (i) $100,000,000 for a Designated Borrower Restricted Payment pursuant to Section 5.02(f)(v)(A) or (ii) $150,000,000 for a Designated Borrower Restricted Payment pursuant to Section 5.02(f)(v)(B).