Hold Back Amount Sample Clauses

Hold Back Amount. Each of the Company Shareholders agrees that AremisSoft shall have the right to off set all or a portion of the Hold Back Amount approximately equal in value to the total amount of any Indemnified Losses which are discovered prior to June 30, 2000. To the extent that the Indemnified Losses exceed the value of the Hold Back Amount, or in the event the Indemnified Losses are discovered after the Hold Back Amount has been paid to the Company Shareholders, the Company Shareholders shall make payment for Indemnified Losses under this Section 7 in cash legal tender of the United States of America to the extent sufficient to satisfy all Indemnified Losses.
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Hold Back Amount. At the Closing the Purchaser shall deposit in an escrow account (the “Escrow Account”) created pursuant to the Escrow Agreement attached to this Agreement as Exhibit A (the “Escrow Agreement”) cash in the amount of $450,000 (the “Hold-Back Amount”). The Escrow Agreement provides, among other things, that unless the Purchaser has notified the escrow agent identified in the Escrow Agreement (the “Escrow Agent”) and the Shareholder of a pending claim in accordance with the provisions of Article VII hereof, 50% of the Hold-Back Amount remaining in the Escrow Agent’s possession on the first anniversary of the Closing Date shall be released to the Shareholder at that time, and any Hold-Back Amount remaining in the Escrow Agent’s possession on the second anniversary of the Closing Date shall likewise be released to the Shareholder at that time.
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Hold Back Amount. In order to (A) provide for a source of funds to indemnify and defend Purchaser and its Affiliates and their respective stockholders, officers, directors and employees (i) pursuant to Section 7.1 of each of this Agreement and the Prior Sale Agreement and (ii) pursuant to SECTION 12.2 of the Servicing Agreement and (B) to secure Seller's obligations to repurchase or adjust the purchase price in respect of Covered Accounts pursuant to SECTION 2.7 of each of this Agreement and the Prior Sale Agreement, Purchaser shall deposit from the Purchase Price hereunder with the Escrow Holder on the Closing Date an amount equal to the difference between the amount in Escrow on the day prior to the Closing Date and the Hold Back Amount. The Hold Back Amount shall be held by the Escrow Holder pursuant to the terms of an Escrow Agreement as amended and restated in the form attached hereto as EXHIBIT E and shall be payable to Seller as provided in SECTION 3.8.
Sample 1
Hold Back Amount. (a) The Hold Back Amount shall be deducted from the amount of the Purchase Price paid on the Closing Date, as provided by Section 3.1(b). The Hold Back Amount shall be adjusted (the “Adjusted Hold Back”) (a) on January 31, 2006, to an amount equal to seven percent (7%) of the highest outstanding principal balance of each Loan in the Portfolio on which no Event of Default (as defined in the Loan Documents) shall have occurred and been declared at that time (including outstanding but undrawn Letters of Credit) during the three months preceding January 31, 2006 plus one hundred percent (100%) of the unpaid principal balance, accrued interest and unpaid fees, expenses and charges due on any Loans in the Portfolio on which an Event of Default (as defined in the Loan Documents) shall have occurred and been declared at that time, and (b) July 31, 2006 and on January 31 and July 31 of each year thereafter, an amount (not to exceed the Hold Back Amount) equal to seven percent (7%) of the highest outstanding principal balance of each Loan remaining in the Portfolio at the time of calculation on which no Event of Default (as defined in the Loan Documents) (including outstanding but undrawn Letters of Credit) during the three months preceding January 31 of such year plus one hundred percent (100%) of unpaid principal balance, accrued interest and unpaid fees, expenses and charges due on any Loans on which an Event of Default (as defined in the Loan Documents) shall have occurred and been declared at that time. The Buyer shall pay the amount due pursuant to this Section 3.3(a) in accordance with the provisions of Section 3.3(d).
Sample 1
Hold Back Amount. The Hold-Back Amount shall be equal to $100,000, which approximates the cost to process assignments. The Hold-Back Amount will be released by Purchaser to Seller as true and certified copies of the assignments submitted for recording are delivered to Purchaser. The amount to be released on the fifth day of each month shall be calculated by multiplying the Hold-Back Amount by the percentage of the assignments received the previous month, plus accrued interest thereon calculated at an annual rate of 4%. Such percentage shall be calculated by dividing the number of assignments which were received as of month-end by the number of assignments outstanding on each Transfer Date. In the event any assignments remain incomplete as of March 1, 1996, Purchaser may arrange for the completion of such assignments and the cost for such arrangement will be paid by Purchaser from the Hold-Back Amount.
Sample 1
Hold Back Amount. On the Closing Date, the Escrow Amount will be funded eighty-five percent (85%) out of the Cash Purchase Price and fifteen percent (15%) out of the Notes Purchase Price and will be separated into: (a) a separate fund in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "First Hold Back Amount") to be held by the Escrow Agent for a period of sixty (60) days after the Closing Date (the "Initial Hold Back Period"); and (b) a separate fund in the amount of Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00) (the "Second Hold Back Amount") to be held by the Escrow Agent for a period of one hundred twenty (120) days after the Closing Date (the "Secondary Hold Back Period" and, together with the Initial Hold Back Period, the "Hold Back Period).
Sample 1
Hold Back Amount. Within ten (10) Business Days after the first anniversary of the Effective Time, Parent shall deliver to the Stockholders’ Representative written notice of the current Hold-back Amount, as adjusted to date in accordance with Section 1.5 and Article 7. Within three (3) Business Days of receipt of the notice, Stockholders’ Representative shall deliver to Parent a Hold-back Allocation Certificate. Parent shall pay or cause to be paid the Hold-back Amount in accordance with the Hold-back Allocation Certificate within thirty (30) days following receipt of the Hold-back Allocation Certificate.
Sample 1
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Hold Back Amount. In order to secure Seller's obligations (i) to indemnify Purchaser and its Affiliates and their respective stockholders, officers, directors and employees pursuant to SECTION 7.1, (ii) to repurchase or adjust the purchase price in respect of Covered Accounts pursuant to SECTION 2.8, (iii) to indemnify Purchaser and its Affiliates and their respective stockholders, officers, directors and employees pursuant to SECTION 12.2 of the Servicing Agreement, and (iv) to pay compensation pursuant to SECTION 6.4 of the Servicing Agreement, Purchaser shall deposit with the Escrow Holder on the Closing Date the portion of the Purchase Price equal to the Hold Back Amount. The Hold Back Amount shall be held by the Escrow Holder pursuant to the terms of an Escrow Agreement in the form attached hereto as EXHIBIT E and shall be payable to Seller as provided in SECTION 3.8.
Sample 1
Hold Back Amount. If the final determination of the total cost of S&S Inventory set forth on Schedule 1.1, pursuant to the terms of Section 2.5, reveals that the total cost of S&S Inventory is (x) less than such cost set forth on Schedule 1.1 (the amount of such difference, the "Inventory Shortfall Amount"), Buyer shall be entitled to retain a portion of the Hold Back Amount equal to the Inventory Shortfall Amount and shall promptly, but no later than ten (10) business days after the Examination or the final determination of the Auditor, as the case may be, remit to Seller an amount equal to the Hold Back Amount minus the Inventory Shortfall Amount; provided that if the Inventory Shortfall Amount exceeds the Hold Back Amount, Buyer shall retain the Hold Back Amount and Seller shall refund to Buyer a portion of the Purchase Price equal to any such excess; or (y) greater than such cost set forth on Schedule 1.1 (the amount of such difference, the "Inventory Excess Amount"), Buyer shall promptly, but no later than ten (10) business days after the Examination or the final determination of the Auditor, as the case may be, remit to Seller an amount equal to the Hold Back Amount plus the Inventory Excess Amount.
Sample 1

Related to Hold Back Amount

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.

  • Balance Transfer Fee If you request a Balance Transfer, in addition to the Interest Charge which will accrue on the balance transfer, you agree to pay a fee of three percent (3%) of the amount of the Balance Transfer subject to a minimum fee of $10.00

  • Unused Escrow Funds In the event that a Closing does not occur when required under the Contract, or in the event that the Closing does occur but Escrow Funds remain in an account with Escrow Agent, the Escrow Agent shall notify OPWC in writing promptly thereafter. After receipt of such notice, OPWC shall deliver written instructions to Escrow Agent directing Escrow Agent’s release of the Escrow Funds. Immediately upon Escrow Agent’s receipt of such notice from OPWC, Escrow Agent shall release the Escrow Funds, or balance thereof, in accordance with OPWC’s written instructions.

  • Indemnity Escrow At Closing, cash constituting a portion of the Purchase Price in the amount of Three Million Dollars ($3,000,000) (the “Indemnity Escrow”) shall be placed in an interest-bearing escrow account as security for Sellers’ indemnity obligations set forth in this Agreement. The terms and conditions for the release or forfeiture of the Indemnity Escrow are more particularly set forth in that certain Indemnity Escrow Agreement which shall be executed and delivered by Purchaser, Sellers and the escrow agent at Closing substantially in the form attached hereto as Exhibit 3.1(b) (the “Indemnity Escrow Agreement”); provided that within one (1) Business Day following the eighteen (18) month anniversary of the Closing Date, the Escrow Agent shall deliver to Sellers any amounts remaining in the Indemnity Escrow account, less any amounts that are the subject of a Claim Notice (as defined in the Escrow Agreement) delivered to the Escrow Agent prior to 5:00 p.m. Eastern Time on the eighteen (18) month anniversary of the Closing Date which has not been resolved (“Disputed Amounts”) pursuant to the terms set forth in the Escrow Agreement, such resolution to be evidenced by a written instrument signed by Sellers and Purchaser and delivered to the Escrow Agent. Within one (1) Business Day after the resolution of a dispute as to any Disputed Amounts pursuant to the terms of the Escrow Agreement, the Escrow Agent shall release (A) to Purchaser the amount, if any, payable to the Purchaser in connection with such resolved Disputed Amounts and (B) to Sellers, the remaining balance of the Indemnity Escrow plus all accrued interest thereon, minus any remaining Disputed Amounts.

  • Settlement Amount If the Non-Defaulting Party has declared an Early Termination Date pursuant to Section 7.2(b), the Non-Defaulting Party shall have the right to (i) accelerate all amounts owing between the Defaulting Party and the Non-Defaulting Party and to liquidate and terminate the undertakings set forth in this Agreement as between the Defaulting Party and the Non-Defaulting Party; and (ii) withhold any payments due to the Defaulting Party under this Agreement pending payment of the Termination Payment. The Non-Defaulting Party will calculate, in a commercially reasonable manner, the Settlement Amount with respect to the Defaulting Party’s obligations under the Agreement and shall net the Settlement Amount in the manner provided for in Section 7.3(c).

  • Tax Gross-Up Amount The Interconnection Customer's liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that the Interconnection Customer will pay the Participating TO, in addition to the amount paid for the Interconnection Facilities and Network Upgrades, an amount equal to (1) the current taxes imposed on the Participating TO (“Current Taxes”) on the excess of (a) the gross income realized by the Participating TO as a result of payments or property transfers made by the Interconnection Customer to the Participating TO under this LGIA (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Participating TO to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on the Participating TO’s composite federal and state tax rates at the time the payments or property transfers are received and the Participating TO will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting the Participating TO’s anticipated tax depreciation deductions as a result of such payments or property transfers by the Participating TO’s current weighted average cost of capital. Thus, the formula for calculating the Interconnection Customer's liability to the Participating TO pursuant to this Article 5.17.4 can be expressed as follows: (Current Tax Rate x (Gross Income Amount – Present Value of Tax Depreciation))/(1-Current Tax Rate). Interconnection Customer's estimated tax liability in the event taxes are imposed shall be stated in Appendix A, Interconnection Facilities, Network Upgrades and Distribution Upgrades.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Non-Cash Consideration In the case of the offering of securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors; provided, however, that such fair value as determined by the Board of Directors shall not exceed the aggregate market price of the securities being offered as of the date the Board of Directors authorizes the offering of such securities.

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