Remaining Holdback Amount definition

Remaining Holdback Amount has the meaning set forth in Section 2.11(a).
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Remaining Holdback Amount shall have the meaning assigned to it in Section 1.5(h).
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Remaining Holdback Amount has the meaning given in Section 2.06(c).
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Examples of Remaining Holdback Amount in a sentence

  • Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct, in respect of amounts due to Securityholders, any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement (including the Remaining Holdback Amount to be paid to the Securityholders).

  • Seller has agreed to waive Buyer Group’s obligation to pay to Seller a portion of the Remaining Holdback Amount Payment as set forth in the Purchase Agreement, subject to the terms and conditions set forth herein.

  • If, following the foregoing, any balance of the Holdback Amount is not retained by the Buyer (the “Remaining Holdback Amount”), then the Buyer shall promptly (but in any event within two (2) Business Days) following the Determination Date deliver to the Sellers in accordance with the Sellers’ Pro Rata Percentage, the Remaining Holdback Amount by wire transfer of immediately available funds to accounts designated in writing by the Representatives.

  • Except for claims relating to fraud, the Final Remaining Holdback Amount shall, from and after the Final Indemnification Holdback Payment Date, be the sole and exclusive source for effecting the payment and discharge of any and all amounts to which any Buyer Indemnified Party shall be entitled to indemnification pursuant to this Article XII.

  • The Remaining Holdback Amount shall be paid to Seller in accordance with the provisions of Section 1.5.

  • Additionally, in connection with any unpaid ornon-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account or the Remaining Holdback Amount to itself no earlier than the date such payments are actually made.

  • Upon determination of an Award Amount in accordance with this Section 9.6(d): (A) the lesser of the Then Remaining Holdback Amount and the entire Award Amount shall be released from the Holdback; and (B) If the Then Remaining Holdback Amount is less than the Award Amount, the Sellers shall, within ten (10) Business Days following the delivery of the final decision of the arbitrator (or such shorter period as may be set forth in such final decision), pay the amount of such shortfall to Purchaser.

  • If the Shortfall Amount is less than the Purchase Price Adjustment Holdback Amount (such difference, the “Remaining Holdback Amount”), then Parent and the Stockholders’ Representative shall include in such joint written instructions that the Escrow Agent release to the Stockholders’ and Warrantholders’ accounts set forth in the Funds Flow an aggregate amount equal to the Remaining Holdback Amount allocated among the Stockholders and Warrantholders in accordance with Section 2.5(g).

  • Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account or the Remaining Holdback Amount to itself no earlier than the date such payments are actually made.

  • The Remaining Holdback Amount shall bear an interest of 3.5% p.a. which shall be paid by the Buyer together with the Remaining Holdback Amount to the Seller.


More Definitions of Remaining Holdback Amount

Remaining Holdback Amount means any amount of the First Holdback Reserve that has been finally determined not to constitute Losses of the Buyer Indemnified Persons.
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Remaining Holdback Amount means (A) the Initial Holdback Amount, minus (B) the Final Holdback Amount.
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Remaining Holdback Amount shall have the meaning set forth in Section 12.5.
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Related to Remaining Holdback Amount

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

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

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

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

  • 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.

  • 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 Cash is defined in Section 4.1(a).

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

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

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

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

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • 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.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”