Common use of Hold Back Clause in Contracts

Hold Back. (a) Two million dollars (CAD$2,000,000) shall be held back by United (the "Hold Back") for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections , and , respectively. Subject to the terms of an escrow agreement to be entered into among United, the Shareholders and an escrow agent to be mutually agreed upon by such parties, the Hold Back shall be deposited in a Canadian Schedule I bank and bear interest for the account of the party entitled to payment thereof at the highest rate available for 90 day deposits at such bank. United and the Shareholders will use reasonable commercial efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date (the "Adjustment Determination Date"), whereupon United shall notify the Shareholders of the amount of such Adjustments. If there is no disagreement between United and the Shareholders regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and pay the balance of the Hold Back to the Shareholders 120 days after the Closing Date (the "Hold Back Period"). In the event of any disagreement among United and the Shareholders regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and will pay the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and shall pay the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.

Hold Back. (a) Two United held back from the Purchase Price the sum of two million dollars (CAD$2,000,000$2,000,000) shall be held back by United (the "Hold Back"), which amount was deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), respectively. Subject to the terms of an escrow agreement to be entered into among United, the Shareholders and an escrow agent to be mutually agreed upon by such parties, the Hold Back shall be deposited in a Canadian Schedule I bank and bear interest for the account of the party entitled to payment thereof at the highest rate available for 90 day deposits at such bank. United and the Shareholders Shareholders' Representative will use reasonable commercial efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date (the "Adjustment Determination Date"), whereupon United shall notify the Shareholders Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders Shareholders' Representative regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and pay will instruct the balance of Escrow Agent to release the Hold Back Back, as adjusted, to the Shareholders 120 Shareholders' Representative 90 days after the Closing Date (the "Hold Back Period")Date. In the event of any disagreement among between United and the Shareholders Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and will pay instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and shall pay instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.

Hold Back. (a) Two million HOLD BACK. United will hold back from the Purchase Price the sum --------- of Five Hundred Thousand dollars (CAD$2,000,000$500,000) shall be held back by United (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") on October 27, 1997, for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections , 1.4(c) and 1.4(d), respectively. Subject to the terms of an escrow agreement to be entered into among United, the Shareholders and an escrow agent to be mutually agreed upon by such parties, the Hold Back shall be deposited in a Canadian Schedule I bank and bear interest for the account of the party entitled to payment thereof at the highest rate available for 90 day deposits at such bank. United and the Shareholders Shareholders' Representative will use reasonable commercial efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date (the "Adjustment Determination Date"), whereupon United shall notify the Shareholders Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders Shareholders' Representative regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and pay United and the balance of Shareholders' Representative will instruct the Escrow Agent to release the Hold Back Back, as adjusted, to the Shareholders 120 days after the Closing Date (the "Hold Back Period")Date. In the event of any disagreement among between United and the Shareholders Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will pay instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall pay instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.

Hold Back. (a) Two United held back from the Purchase Price the sum of one million dollars (CAD$2,000,000$1,000,000) shall be held back by United (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), respectively. Subject to the terms of an escrow agreement to be entered into among United, the Shareholders and an escrow agent to be mutually agreed upon by such parties, the Hold Back shall be deposited in a Canadian Schedule I bank and bear interest for the account of the party entitled to payment thereof at the highest rate available for 90 day deposits at such bank. United and the Shareholders Shareholders' Representative will use reasonable commercial efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date (the "Adjustment Determination Date"), whereupon United shall notify the Shareholders Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders Shareholders' Representative regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and pay will instruct the balance of Escrow Agent to release the Hold Back Back, as adjusted, to the Shareholders 120 days after the Closing Date (the "Hold Back Period")Date. In the event of any disagreement among between United and the Shareholders Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and will pay instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and shall pay instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.