Distribution of Holdback Amount Sample Clauses

Distribution of Holdback Amount. Within fifteen (15) days following the earlier to occur of (the “Release Date”) (i) the date Seller has delivered to Buyer the consent of the Department of the Army to either (A) the assignment of Seller’s contract to provide veterinary diagnostic laboratory services to the Department of the Army’s Veterinary Services Central Fund (the “VSCF Contract”) to Buyer or (B) Seller’s sub-contracting of its obligations under the VSCF Contract to Buyer, or (ii) the one year anniversary of the Closing Date, provided, however, the Department of the Army has not terminated or instituted action to terminate the VSCF Contract or prohibited Buyer from performing services in connection with the VSCF Contract, Buyer shall distribute the Holdback Amount to Seller in cash (a “Holdback Trigger Event”). If a Holdback Trigger Event occurs Buyer shall retain the full amount of the Holdback Amount for its own account and shall have no obligation to pay the Holdback Amount to the Seller, and the Purchase Price shall be adjusted accordingly for all purposes.
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Distribution of Holdback Amount. On a date no later than 15 days after Seller's delivery to Parent and Buyer of the Seller Closing Financial Statements (the "Holdback Instruction Date"), Parent shall provide written instructions to the Escrow Agent with respect to how the Holdback Amount shall be distributed. Such instructions shall specify that the Holdback Amount will be distributed in accordance with the following:
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Distribution of Holdback Amount. In the event that the 1997 Revenue exceeds Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000) (the "Base Amount"), Buyer shall pay to the Members from the Holdback Amount an aggregate amount equal to (i) Two Dollars ($2.00), multiplied by (ii) the amount by which 1997 Revenue exceeds the Base Amount, together with the interest earned on such amount from the Closing. Any such amounts paid to the Members shall be allocated among the Members in accordance with their respective interest in the Holdback Amount as shown on Exhibit A-1 hereto. In no event shall any amounts payable to the Members under this Section 1.7 exceed the Holdback Amount, plus interest earned thereon. The amount of the Holdback Amount not so allocated to the Members, together with interest earned thereon from the Closing, shall be retained by Buyer. If the 1997 Revenue is less than or equal to the Base Amount, the Company shall retain the entire Holdback Amount, together with interest earned thereon.
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Distribution of Holdback Amount. 45 ARTICLE X
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Distribution of Holdback Amount. The remaining portion of the Holdback Amount shall be distributed, pro rata, to the former holders of Common Stock on the Holdback Termination Date. Notwithstanding the foregoing, any holder of Common Stock or, from and after the Effective Time, former holder of Common Stock, shall be entitled to his pro rata share of the Holdback Amount if such holder has executed and delivered to the Company a consent/release in the form attached hereto as Exhibit C.
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Distribution of Holdback Amount. If the Seller dissolves prior to the distribution of the Holdback Amount, Seller shall appoint a paying agent responsible for the distribution of the Holdback Amount to the former securityholders of Seller and notify the Purchaser in writing of such appointment.
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Distribution of Holdback Amount. Upon the 12 month anniversary of the Closing Date (the “Holdback Termination Date”), the unused portion of the Holdback Amount (the “Holdback Release Amount”) shall promptly (but in any event, within five (5) Business Days) be delivered to the Seller (or if Seller has been dissolved to the representative appointed pursuant to Section 7.8); provided, however, that the Holdback Release Amount shall not include the amount of any unsatisfied claims for Losses made on or prior to the Holdback Termination Date and in accordance with the provisions of this Section 9. 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. Without limiting the generality of Section 9.9, the Holdback Release Amount when ultimately determined shall be added to the Purchase Price.
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Distribution of Holdback Amount. On the first business day following the expiration of the Indemnification Period, the Holdback Amount, less (a) any amounts which as of such date have been (i) applied to the resolution of any matter referenced in any Claim Notice or (ii) set-off pursuant to Schedule 2.6, less (b) any amounts which as of such date are subject to any pending Claim Notice, shall be due and payable to Seller. On such date, Purchaser shall deliver such portion of the Holdback Amount by wire transfer of immediately available funds to an account designated in writing by Seller. Upon resolution of any matter referenced in any Claim Notice, Purchaser shall deliver the applicable remaining portion of the Holdback Amount (reduced by any amounts which have been applied to the resolution of any matter referenced in any Claim Notice), if any, to Seller. No interest shall be paid or accrue on the Holdback Amount or any portion thereof payable to Seller pursuant to this Section 11.6.
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Related to Distribution of Holdback Amount

  • Distribution of Cash (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b).

  • Allocation of Subordinate Reduction Amount to the Reference Tranches On each Payment Date prior to the Termination Date, after allocation of the Senior Reduction Amount and the Tranche Write-down Amount or Tranche Write-up Amount, if any, for such Payment Date as described above, the Subordinate Reduction Amount will be allocated to reduce the Class Notional Amount of each Class of Reference Tranche in the following order of priority, in each case until its Class Notional Amount is reduced to zero:

  • Distributions Payable in Cash; Redemption Payments In the event that the Board of the Investment Company shall declare a distribution payable in cash, the Investment Company shall deliver to FTIS written notice of such declaration signed on behalf of the Investment Company by an officer thereof, upon which FTIS shall be entitled to rely for all purposes, certifying (i) the amount per share to be distributed, (ii) the record and payment dates for the distribution, and (iii) that all appropriate action has been taken to effect such distribution. Once the amount and validity of any dividend or redemption payments to shareholders have been determined, the Investment Company shall transfer the payment amounts from the Investment Company's accounts to an account or accounts held in the name of FTIS, as paying agent for the shareholders, in accordance with any applicable laws or regulations, and FTIS shall promptly cause payments to be made to the shareholders.

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Can I Roll Over or Transfer Amounts from Other IRAs You are allowed to “roll over” a distribution or transfer your assets from one Xxxx XXX to another without any tax liability. Rollovers between Xxxx IRAs are permitted every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, Xxxx, SEP, and SIMPLE IRAs owned. If you are single, head of household or married filing jointly, you may convert amounts from another individual retirement plan (such as a Traditional IRA) to a Xxxx XXX, there are no AGI restrictions. Mandatory required minimum distributions from Traditional IRAs, must be removed from the Traditional IRA prior to conversion. Rollover amounts (except to the extent they represent non-deductible contributions) are includable in your income and subject to tax in the year of the conversion, but such amounts are not subject to the 10% penalty tax. However, if an amount rolled over from a Traditional IRA is distributed from the Xxxx XXX before the end of the five-tax-year period that begins with the first day of the tax year in which the rollover is made, a 10% penalty tax will apply. Effective in the tax year 2008, assets may be directly rolled over (converted) from a 401(k) Plan, 403(b) Plan or a governmental 457 Plan to a Xxxx XXX. Subject to the foregoing limits, you may also directly convert a Traditional IRA to a Xxxx XXX with similar tax results. Furthermore, if you have made contributions to a Traditional IRA during the year in excess of the deductible limit, you may convert those non-deductible IRA contributions to contributions to a Xxxx XXX (assuming that you otherwise qualify to make a Xxxx XXX contribution for the year and subject to the contribution limit for a Xxxx XXX). You must report a rollover or conversion from a Traditional IRA to a Xxxx XXX by filing Form 8606 as an attachment to your federal income tax return. Beginning in 2006, you may roll over amounts from a “designated Xxxx XXX account” established under a qualified retirement plan. Xxxx XXX, Xxxx 401(k) or Xxxx 403(b) assets may only be rolled over either to another designated Xxxx Qualified account or to a Xxxx XXX. Upon distribution of employer sponsored plans the participant may roll designated Xxxx assets into a Xxxx XXX but not into a Traditional IRA. In addition, Xxxx assets cannot be rolled into a Profit-Sharing-only plan or pretax deferral-only 401(k) plan. In the event of your death, the designated beneficiary of your Xxxx 401(k) or Xxxx 403(b) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary Xxxx XXX account. Strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing any type of rollover.

  • When Must Distributions from a Xxxx XXX Begin Unlike Traditional IRAs, there is no requirement that you begin distribution of your account during your lifetime at any particular age.

  • Certain Distributions If the Company elects to:

  • Limitation Upon Distributions Notwithstanding Section 3.1 above, no distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

  • Character of Liquidating Distributions All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2019-2) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

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