Holdback Payment Sample Clauses

Holdback Payment. 7 1.37 Holdings ................................................ 7 1.38

Holdback Payment. Upon the fifth anniversary of the Effective Date or, if earlier, upon the occurrence of an IPO, Sale of Stock or Sale of Assets, the Company shall promptly pay the Participant an amount in cash equal to the following: (i) if the Applicable Management Share Value or the Applicable Option Share Value as of such date (the "Liquidity Value") is equal to or greater than the Applicable Management Share Value or the Applicable Option Share Value, respectively, as of the Valuation Date coincident with or immediately following the Participant's termination of employment (the "Termination Value"), then the Company shall promptly pay the Participant an amount in cash equal to the Remaining Amount multiplied by a fraction, the numerator of which is the Liquidity Value and the denominator of which is the Termination Value (the "Liquidity Event Fraction"); and

Holdback Payment. On the Closing Date, Buyer shall pay in cash or certified funds or by wire transfer, an additional $2,000,000 (the "Holdback") to the Escrow Agent to be disbursed in accordance with the terms of the Escrow Agreement, such that the total amount escrowed will be $2,500,000.

Holdback Payment. No later than 150 days after the Closing Date, Purchaser shall pay Seller the sum of One Million Dollars ($1,000,000) (the "Holdback") by wire transfer or other immediately available funds. The Holdback shall be subject to setoff for (i) any accounts receivable of Seller in existence as of the Closing that are not collected within 120 days of the Closing (to the extent such uncollected accounts receivable exceed in amount the Doubtful Accounts Allowance provided for in Section 5.1.7); (ii) the amount, if any, by which notes payable to third parties included in the Assumed Liabilities, as reflected on the Closing Date Balance Sheet, exceed the amount of such notes payable as reflected on Seller's December 31, 1996 Financial Statements to the extent such excess is greater than the increase in the value of the fixed assets included in the Assets, as reflected on the Closing Date Balance Sheet, above the value of such fixed assets as reflected on Seller's December 31, 1996 Financial Statements; and (iii) any other Indemnity Claims (as defined herein) under this Agreement which arise during said 150 day period. Any accounts receivable as to which Purchaser exercises its right of setoff shall be reassigned to Seller. Purchaser shall give Seller a written notice specifying any setoffs made or to be made against the Holdback. If Seller disputes any of such setoffs, it shall so notify Purchaser prior to that date which is 30 days after its receipt of Purchaser's Notice. If Seller and Purchaser cannot resolve any of such disputes within thirty (30) days after the date of Purchaser's receipt of Seller's notice, Seller shall be free to submit such unresolved disputes to arbitration as provided in Section 6.2.4 hereof.

Holdback Payment. 7.2(c) Indemnification Letter ........................... 9.19

Holdback Payment. In addition to the Closing Payment, Seller shall be entitled, upon and subject to the terms of this Agreement and subject to Section 9.2, to receive from Buyer as additional consideration for the transfer of the Purchased Assets an amount equal to One Hundred Thousand Dollars ($100,000) minus the Post-Closing Adjustments = (the "HOLDBACK PAYMENT"). Buyer shall be required to pay, and the Seller shall be entitled to receive, the Holdback Payment not later than two (2) business days following the ninetieth (90th) day following the Closing Date ("DAY 90").

Holdback Payment. At the Closing, Buyer shall deposit with Bond, ---------------- S▇▇▇▇▇▇▇▇ & K▇▇▇, LLP, as escrow agent (the "Escrow Agent"), the remaining TEN ------------ PERCENT (10%) of the cash component of the Purchase Price (the "Holdback -------- Payment"). The terms of the custody and release of the Holdback Payment shall be governed by an escrow agreement, by and among the parties hereto and the Escrow Agent, in form and substance reasonably satisfactory to the parties hereto (the "Escrow Agreement"). Among other things, the Escrow Agreement shall ---------------- provide that on the day (or if such day is not a business day, then the next following business day) that is 90 days after the Closing Date, the Escrow Agent shall release the Holdback Payment by wire transfer to an account specified by @POS at least three (3) business days before such date, provided, that if Buyer -------- has asserted one or more indemnification claims under and in accordance with Article XII prior to the end of business day on the Expiration Date, Escrow ----------- Agent shall be entitled to withhold in escrow on behalf of Buyer an amount equal to the amount of such indemnification claims until at such time as such claims are adjudicated by a final, non-appealable decision of a court of competent jurisdiction or are settled by the parties hereto (in each case, upon such adjudication or settlement, the Escrow Agent shall release all unpaid portion, if any, of the Holdback Payment belonging to Sellers).

Holdback Payment. Within thirty (30) days after the Termination Date, Employer shall establish a grantor trust (the “Holdback Trust”) and contribute an amount equal to One Hundred and Twenty Million Dollars ($120,000,000). The parties shall mutually agree upon the selection of the trustee and the provisions of the trust agreement for the Holdback Trust, which shall be consistent with the terms of this Agreement and the requirements for certain grantor trusts under IRS Revenue Procedure 92-64. The assets of the Holdback Trust shall be invested in short-term fixed income securities agreed by the parties. Upon completion of the final report of the current internal investigation of Executive that was authorized at the special meeting of Employer’s Board of Directors (the “Board”) held on August 1, 2018 (hereinafter referred to as the “Internal Investigation”), the Board shall make its determination of whether Employer has grounds to terminate the employment of Executive for Cause under Paragraph 10(a) of the Employment Agreement (which shall remain in full force and effect) within thirty (30) days after its receipt of such final report, but in no event later than January 31, 2019. Any determination of whether Employer has grounds to terminate the employment of Executive for Cause shall be made in accordance with the definition of Cause and provisions set forth in Paragraph 10(a) of the Employment Agreement, and must be made based on facts or events which occurred prior to the Termination Date (other than a determination pursuant to Paragraph 10(a)(vii) of the Employment Agreement), and any dispute with respect thereto shall be subject to binding arbitration in accordance with the provisions of Section 7 hereof; provided, that Executive makes a demand for binding arbitration within thirty (30) days following the date the Board gives Executive notice of Cause. Notwithstanding the foregoing, Executive acknowledges and agrees that, with respect to any matters that are the subject matter of or are related to the Internal Investigation, any applicable time period for Employer to give notice of Cause shall be tolled from July 27, 2018 until the date that is thirty (30) days following the date of delivery to the Board of the final report of the independent counsel to the Investigations Committee of the Board, but this tolling shall not apply to any matters as to which a time limitation has lapsed as of July 27, 2018. In any arbitration proceeding, Employer and Executive reserve the rig...

Holdback Payment. Buyer shall hold back $1,000,000 of the Purchase Price (the “Holdback Payment”), which, subject to the set off rights set forth herein, shall be released to Seller on the date that is the first Business Day after the 17-month anniversary of the Effective Time. The Holdback Payment will serve as a source of funds to satisfy the indemnification and other obligations of Seller under this Agreement, and, as a source of funds to satisfy any payment obligation Seller may have under Section 2.07. (c)