Holdback Payments Sample Clauses

Holdback Payments. Within five (5) Business Days following the Initial Holdback Payment Date, Buyer shall deliver to Seller the Initial Holdback Payment, if any. Within five (5) Business Days following date of the final determination (in accordance with Article VII) of all claims to which the Initial Holdback Reserve relates, Buyer shall deliver to Seller the Final Holdback Payment, if any.
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Holdback Payments. (a) Within 30 days following the expiration of the Survival Period, Acquiror shall make, or shall cause the Surviving Corporation to make, a payment to the Non-Dissenting Holders in an aggregate amount equal to the amount (if any) by which (i) the Primary Holdback Amount, reduced by any amounts previously permanently retained therefrom by Acquiror or other Indemnified Parties in accordance with Section 8.4, exceeds (ii) the aggregate amount of the Claimed Amounts under all Indemnity Claim Notices (including Indemnity Claim Notices with respect to Post-Merger Specified Litigation Losses) that remain unresolved at such time (the amount of such excess, the “Initial Holdback Payment”).
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Holdback Payments. Within five days following the determination of the Final Closing Date Balance Sheet pursuant to Section 8.4, Buyer shall pay to Seller the amount equal to the positive remainder, if any, of (i) the Holdback minus (ii) the sum of (1) the amount of any payment to be made by Seller pursuant to Section 3.1(c)(ii), (2) the aggregate amount of all Liabilities (as hereinafter defined) for which Buyer shall have been theretofore indemnified pursuant to Section 9.2 and not otherwise paid by Seller and (3) a reasonable reserve, as determined by Buyer in good faith, for any and all then outstanding indemnifiable claims under Section 9.2 for which notice shall have been given during the 180 days immediately following the Closing Date. Thereafter, upon settlement or other final disposition of any and all such outstanding claims in accordance with this Agreement, any amounts owing to Buyer pursuant to the settlement or other final disposition of such claims shall be charged against the Holdback, and Buyer shall then pay to Seller any remaining portion of the Holdback. Any payment to be made pursuant to this Section 3.1(d) shall include simple interest on the amount of such payment at the rate of five percent per annum from the Closing Date to the date of payment of such amount.
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Holdback Payments. (a) Once Damages have been agreed to by the Indemnitors or finally adjudicated to be payable pursuant to this Agreement, the Indemnitors shall satisfy their obligations within fifteen (15) days of such final, non-appealable adjudication by forfeiture of Holdback Shares, or if no Holdback Shares remain, then, if applicable by the return of Merger Consideration to Parent (or if such Holdback Shares or Merger Consideration has been sold or otherwise transferred, the amount, net of Taxes, that the Person received as a result of such sale).
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Holdback Payments. (a) Subject to the provisions of Section 3.4 and Article IX, within ten (10) Business Days following the determination of the Final Working Capital, and in accordance with the terms of the Escrow Agreement, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the Holdback Cash, calculated by multiplying such Stockholder’s Pro Rata Share by the Holdback Cash that remains in the Holdback Reserve Amount at such time (minus any amounts owed pursuant to any purchase price adjustments made under Section 3.4 hereof and any amounts in respect of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital). Within ten (10) Business Days following the final determination of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital, the Escrow Agent shall deliver to each Stockholder such Stockholder’s pro rata amount of the remainder of the Holdback Cash, minus the aggregate amount determined to be payable to the Buyer Indemnified Parties pursuant to Article IX and the Escrow Agreement in respect of all claims to which the Initial Holdback Reserve relates on the date of the determination of the Final Working Capital, calculated by multiplying such Stockholder’s Pro Rata Share by the remaining Holdback Cash.
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Holdback Payments. (i) On each Sale Date only, simultaneously with the related Sale Date Payment, the Purchaser shall retain the Document Holdback and shall remit to the Escrow Agent, to be held by the Escrow Agent in accordance with the Escrow Agreement, the Liability Holdback.
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Holdback Payments. (a) Once Damages have been agreed to by the indemnifying party or finally adjudicated to be payable pursuant to this Agreement, the indemnifying party shall satisfy its obligations within 15 days of such final, non-appealable adjudication by, if the Parent is the indemnifying party, at the election of Parent, in cash or the issuance of new shares of Parent Common Stock, or if the Indemnitor is the indemnifying party, forfeiture of Holdback Shares, or if no Holdback Shares remain, then, if applicable by the return of Merger Consideration to Parent (or if such Merger Consideration has been sold, the amount, net of Taxes, that the Person received as a result of such sale).
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Related to Holdback Payments

  • 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.

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Closing Fees Borrower shall have paid to Administrative Agent for the ratable benefit of each Bank, and shall have paid to Administrative Agent and its Affiliates (for its own account), the fees to be paid on the Closing Date pursuant to Section 3.12.

  • Holdback Seller and Buyer agree that (i) a number of Buyer Shares valued at $650,000 (based on the Closing Buyer Share Price) (the “Share Consideration Holdback” or the “Holdback Amount”) shall be retained by Buyer and Buyer Parent until the date that is twelve (12) months following the Closing (the “Holdback Release Date”). The Holdback Amount shall constitute partial security for the satisfaction of claims made by Buyer or any Buyer Affiliate under Section 7.02. If, on the Holdback Release Date, there are any claims that have been notified to Seller and are being actively pursued by Buyer pursuant to and in accordance with Article VII (any such claims, “Unresolved Claims”), Buyer and Buyer Parent may retain, solely until such Unresolved Claims are resolved or satisfied, such portion of the Holdback Amount as it determines would be necessary to satisfy such Unresolved Claims (the “Retained Holdback Amount”), which Retained Holdback Amount shall equal the lesser of (a) the portion of the Holdback Amount then remaining or (b) the amount of the damages sought in connection with such claim(s), as determined in good faith by Buyer in accordance with the terms and conditions of Article VII. In accordance with this Section 1.05, Buyer Parent is authorized to instruct its transfer agent to include a notation on the Buyer Shares constituting the Share Consideration Holdback indicating that such Buyer Shares: (i) may not be sold, transferred or otherwise disposed of without Buyer Parent’s consent and (ii) are subject to the terms of this Agreement (including Buyer’s indemnification rights pursuant to Section 7.05(b)). Subject to the terms and conditions of this Section 1.05, Buyer Parent shall instruct its transfer agent to remove such notation (i) on the Holdback Release Date, with respect to the portion of the Holdback Amount in excess of the Retained Holdback Amount, if any, and (ii) on the date any Unresolved Claim is resolved or satisfied without exhausting the Retained Holdback Amount allocated, with respect to such portion of the Retained Holdback Amount that is in excess of the amount necessary to satisfy any Unresolved Claims (in each such instance, to the extent such Retained Holdback Amount is allocated to the Share Consideration Holdback).

  • Escrow Fees The fee of the Escrow Agent is a fee of $1,500, $750 of which shall be paid by the registrant at the opening of escrow and the remainder of which fee shall be paid after the close of the offering. In addition, all hard costs (wire fees, etc.) shall be deducted from disbursements.

  • 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.

  • Earnout Payments (a) The terms below shall have the following respective meanings for the purposes of this Section 2.3:

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Earn-Out Payments (i) Promptly, but in any event within five (5) Business Days, after the Escrow Agent’s receipt of joint written instructions (“Earn-Out Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Year there has been a final determination in accordance with Section 2.2 of the Share Exchange Agreement (but subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) with respect to the Earn-Out Payment for such Earn-Out Year or the Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) to the Sellers in an amount equal to the Earn-Out Payment (excluding for the avoidance of doubt, the amount of any Accrued Dividends payable by the Purchaser separate from the Escrow Account) less the sum of (I) the Reserved Amount (as defined below) as of the date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that were not earned by the Sellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date.

  • Maximum Payments Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

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