Special Holdback Amount definition

Special Holdback Amount means $592,477.
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Special Holdback Amount means $159,000.
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Special Holdback Amount means $650,000.
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Examples of Special Holdback Amount in a sentence

  • If the [***] Fees are less than the Special Holdback Amount, the Acquirer shall promptly and in any event within ten (10) Business Days following payment of such [***] Fees, pay to the Paying Agent for further distribution to the Sellers in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e) an amount in cash equal to (a) the Special Holdback Amount minus (b) the [***] Fees.

  • In the event Acquirer becomes aware of a third-party claim which Acquirer believes may result in a demand against the Holdback Merger Consideration or Special Holdback Amount, as applicable, Acquirer shall notify the Stockholder Representative of such claim.

  • The maximum liability of Sellers under Section 9.2(a)(iv) with respect to indemnifiable Losses related to the Potential Liability shall be not exceed the Special Holdback Amount.

  • The other two species, Typhlodromus phialatus Athias-Henriot, and Paraseiulus talbii Athias-Henriot, belonged to subfamily Typhlodrominae.

  • In the event that the Stockholder Representative has consented to any such settlement, the Stockholder Representative shall have no power or authority to object under this Article 7 to the amount of any claim by Acquirer against the Holdback Merger Consideration or Special Holdback Amount, as applicable, for indemnity with respect to such settlement.

  • Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the right to receive the portion of the Closing Merger Consideration, Holdback Merger Consideration, Special Holdback Amount and Expense Fund Amount which shall be issued for such Company Common Stock.

  • Acquirer shall be entitled to rely on any such memorandum and shall retain a portion of the Holdback Merger Consideration or Special Holdback Amount, as applicable, in accordance with the terms thereof and such amount shall no longer be payable to the Effective Time Holders.

  • Section 6.09 of the Company Disclosure Letter sets forth the projects for which offset against the Adjusted Special Holdback Amount is available (each, a “Special Holdback Project”) and the aggregate value of Unapproved or Pending Change Orders and Claims for the Special Holdback Projects (the “Identified Claims”).

  • If the Licensor Fees other than the Contingent Licensor Fees (the “Upfront Licensor Fees”) are less than the sum of the Special Holdback Amount and the Adjustment Holdback Amount (such sum, the “Aggregate Holdback Amount”), the amount by which the Aggregate Holdback Amount exceeds the Upfront Licensor Fees (the “Remaining Holdback Amount”) shall be subject to Section 1.7(f).

  • If the amount of the Potential Liability has not been finally determined on or before the first anniversary of the Closing, Parent and the Representative agree to negotiate the release of the Special Holdback Amount (through the disbursement to the Paying Agent for further distribution to the Sellers) except to the extent all or any portion thereof is reasonably subject to continuing negotiations or dispute with a third party or third parties as to the amount of the Potential Liability.


More Definitions of Special Holdback Amount

Special Holdback Amount means Eight Million Dollars ($8,000,000).
Sample 1
Special Holdback Amount means an amount equal to Five Million Dollars ($5,000,000).
Sample 1
Special Holdback Amount means $[***].
Sample 1

Related to Special 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).

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

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

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

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

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

  • 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.

  • Expense Fund has the meaning set forth in Section 9.14(f).

  • 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.

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

  • 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.

  • 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.”

  • REMIC 2 Principal Loss Allocation Amount With respect to any Distribution Date and the mortgage loans, an amount equal to (a) the product of (i) the Aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest ZZ.

  • REMIC I Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and REMIC I Regular Interest LTZZ.

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

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Monthly Principal Reallocation Amount means, for any Monthly Period, an amount equal to the sum of:

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

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

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

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

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

  • Allocation Amount means, as of the Closing Date, the Series 2023-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2023-1 Stated Principal Amount resulting from the issuance of additional Series 2023-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2023-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding DollarPrincipal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.