Purchase Price Holdback definition

Purchase Price Holdback means the sum of: (i) the Inventory Adjustment Amount; (ii) the Accounts Adjustment Amount; and (iii) US$50,000.

Purchase Price Holdback is defined in Section 2.05 of this Agreement. -----------------------

Purchase Price Holdback. The aggregate of (1) all amounts to be paid ----------------------- to the Seller, its designee or its permitted assigns, as holder of a ____% interest in the Residual Ownership Interest over the term of the Trust Agreement, and (2) all amounts to be paid to the Seller, its designee or its permitted assigns, by the Purchaser pursuant to Section 2.3(d) over the term of the Mortgage Loan Purchase Agreement, as adjusted to reflect all payments pursuant to Section 2.7(d) and (e) over the term of the Mortgage Loan Purchase Agreement. All of the foregoing amounts, when paid to the Seller, its designee or its permitted assigns, shall be deemed to have been caused to be paid by the Purchaser to the Seller as part of the total consideration for the sale of the Mortgage Loans under the Mortgage Loan Purchase Agreement (including any Additional Balances) representing the portion of the Purchase Price not included in the amounts paid as described in clause (b) of Section 2.2 of the Mortgage Loan Purchase Agreement.) Purchaser: _____________________ and its successors and assigns. ---------

Examples of Purchase Price Holdback in a sentence

• Except in the event of intentional misrepresentation or fraud, in no event will the total cumulative amount of Damages for which the Sellers may be liable to Purchaser Indemnitees under this Article X exceed $35,000,000, plus an additional $35,000,000 (for a total of $70,000,000), if, and only if, Sellers receive the Purchase Price Holdback Amount.

• The funds deposited in the Purchase Price Holdback account shall belong solely and exclusively to Purchaser, and Seller shall have no right to direct the release of such funds, or object to disbursement of such funds, or to demand any portion thereof, or any audit of the use of such funds, and Purchaser's access to and use of such funds shall be unrestricted in all respects.

• For the avoidance of doubt, the Purchase Price Holdback Amount shall be payable to the Sellers, subject to this Section 2.7, even if Mxxx Xxxxxxxxxx’x employment is terminated or otherwise disrupted due to his death or his inability to perform services to the Company due to physical, emotional or mental illness.

• In the event any Facility is not included in the initial closing, then $100,000 per such Facility shall not be part of the Purchase Price Holdback at the initial closing but such $100,000 shall be held back and become part of the Purchase Price Holdback upon the closing for such Facility.

• All of the costs for conducting such environmental assessments and environmental cleanup ("Environmental Assessment and Cleanup Costs") shall be paid by the Buyer and the amount of the Purchase Price Holdback payable to the Shareholders pursuant to Section 1.1.2 shall be reduced by such amount.

More Definitions of Purchase Price Holdback

Purchase Price Holdback has the meaning given in Section 2.1.

Purchase Price Holdback means a portion of the Purchase Price equivalent to TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000).

Purchase Price Holdback. Five percent (5%) percent of the Purchase Price, i.e., Forty Three Thousand and 00/100 Dollars ($43,000.00) shall be withheld by the Escrow Holder for ninety (90) days or less after the Closing Date, during which txxx Xxxxxx may make the repairs contemplated in Section 7(d) below. Escrow Holder: Fidelity National Title Insurance Company. Title Company: Fidelity National Title Insurance Company. Seller’s Broker: None. Buyer’s Broker: None.

Purchase Price Holdback means the sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) to be held in escrow by Buyer.

Purchase Price Holdback has the meaning given to that term in Section 3.05(a).

Purchase Price Holdback has the meaning set forth in SECTION 2.3.

Purchase Price Holdback shall have the meaning ascribed thereto in subsection 2.2(a)(i);