Holdbacks. Notwithstanding any other provisions of this Agreement, the Minister may, at the Minister’s sole discretion, withhold up to ten percent (10%) of the Contribution until:
Holdbacks. LGF shall control the release dates of the Picture by means of the Home Video Rights as well as all television exhibition in Canada (in the English and French languages) and in Mexico (in the English and Spanish languages); provided that Grantor's distributor of the Picture in Canada and in Mexico shall each be entitled to release the Picture day and date with LGFs initial commercial release of the Picture in the Territory in like nfedia. When applicable, LGF shall also control the wholesale and suggested retail price of the distribution of the Picture by means of the Home Video Rights in Canada (in the English and French languages) and in Mexico (in the English and Spanish languages); provided that Grantor's distributor of the Picture in Canada and in Mexico shall each be entitled to release the Picture at the same price point as LGF's initial release of the Picture in the Territory. Grantor guarantees that the distributors) of the Picture in Canada and in Mexico shall each confirm in writing its acknowledgement of such holdback and price restrictions.
Holdbacks. If the Contractor fails to deliver a workplan and schedule in accordance with Section 8.3 or, having delivered it, fails in any material respect to diligently carry out the workplan in accordance with the schedule, then the Province may hold back (without duplication) from any amounts thereafter becoming payable to the Contractor under this Agreement an aggregate amount (the “Holdback”) that the Province, acting reasonably and following consultation with the Contractor and having regard to the amounts of the O&M Payments remaining to be made during the remainder of the Term, considers sufficient to achieve the Handback Requirements at the end of the Term in the event that the Contractor were to fail to do so. Notwithstanding the foregoing, the Province may not in any event hold back under this Section:
Holdbacks. Notwithstanding any other provision herein, without liability for interest, Savanna may (a) withhold from payment to Supplier any amount disputed in good faith; and/or (b) set-off against or deduct from any payment due to Supplier hereunder the full amount of any sums owed by Supplier for any reason to Savanna or for which Xxxxxxx may become liable by reason of Supplier’s provision of the Work.
Holdbacks. In addition to the retainage set forth in Section 11.8, ASD may withhold all or part of monthly progress payments, and/or AASDI may be backcharged, if: (a) defective Work has not been remedied; (b) ASD has a reasonable basis to believe that the Services cannot be completed within the remaining balance of the Agreement Price; (c) ASD has a reasonable basis to believe that the Services cannot be completed in accordance with the Project schedule; (d) ASD, Client, or another subcontractor or supplier have been injured or damaged by AASDI’s or failure to perform the Services; (e) AASDI fails to submit Lien Waivers as required in Section 11.6; (f) AASDI fails to provide certified payroll data when requested by ASD; (g) AASDI has failed to pay, or provide satisfactory evidence of payment to, subcontractors, suppliers, employees, laborers, union trust funds and taxing authorities; (h) or any claim or lien by any third party has been asserted or threatened with respect to the Work, including, without limitation, any Indemnified Claim or any threat thereof. This right of retention is in addition to, and is intended to complement, that set forth in Section 11 hereof.
Holdbacks. In the event that the Closing Payment at the Closing in respect of any European Target Company is reduced by any Holdback Amount, then, as deferred purchase price payments in respect of the European Target Companies, at each subsequent Closing (if any), an amount in Dollars equal to the Holdback Amount in respect of the Target Business Segment(s) that is the subject of such subsequent Closing shall be payable by wire transfer in immediately available funds to one or more accounts designated by Parent.
Holdbacks. The lien holdback provisions of the Builders Lien Act and the Strata Property Act shall be complied with in that the Seller's solicitors shall hold 7% of the Purchase Price in trust until such time as the lien period as prescribed in the Builders Lien Act has expired.
Holdbacks. Except for invoices for Maintenance Fees, County will hold back twenty percent (20.00%) of the dollar amount of each invoice (“Holdback Amount”), approved by County, including invoices for Change Orders. Other than for Change Orders that the parties intend will be completed after Pilot System Acceptance, twenty- five percent (25%) of the aggregate Holdback Amount will be due and payable to Contractor following Pilot System Acceptance, and the remaining seventy-five percent (75%) of the aggregate Holdback Amount will be due and payable to Contractor at the conclusion of the Pilot Warranty Period, subject to adjustment for any amounts owed to County by Contractor, including any amounts arising from Paragraph 10.7
Holdbacks. Parent shall be entitled to retain the Adjustment Holdback Amount as security for the obligations of the Effective Time Holders (or the Securityholders’ Agent on their behalf) pursuant to Section 1.14(e) (the “Adjustment Holdback”) and the Indemnity Holdback Amount as partial security for the indemnification obligations of the Indemnitors to the Indemnitees in accordance with this Agreement (the “Indemnity Holdback” and together with the Adjustment Holdback, the “Holdbacks”). The Adjustment Holdback Amount shall be deducted and held back from the Lock-up Initial Stock Consideration, and the Adjustment Holdback Amount shall be allocated among the applicable Effective Time Holders based on the Holdback Percentage. The Indemnity Holdback Amount shall be deducted and held back from the Lock-up Initial Stock Consideration, and the Indemnity Holdback Amount shall be allocated among the applicable Indemnitors based on each Indemnitor’s Holdback Percentage. Each Holdback shall be retained by Parent and disbursed solely for the purposes and in accordance with the terms of this Agreement. Neither Holdback (or portion thereof) nor any beneficial interest therein may be pledged, subjected to any Lien, sold, assigned or transferred by any Indemnitor. In the event of any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events with respect to the Parent Common Stock, appropriate adjustments shall be made to the Parent Common Stock comprising the Holdbacks. The Securityholder’s Agent shall deliver to Parent a schedule (each, a “Holdback Percentage Schedule”) setting forth each applicable Indemnitor’s Holdback Percentage at the Closing (with the Merger Consideration Spreadsheet), following the final determination of any Earnout in accordance with Section 1.9 (with the Earnout Allocation Spreadsheet), and prior to any release of any Holdback to the Indemnitors. Parent shall be entitled to rely on the applicable Holdback Percentage Schedule for all purposes of this Agreement, and Parent shall have no liability whatsoever to any Indemnitor (nor shall any Indemnitor seek to recover any losses) resulting from or with respect to any inaccuracies in any Holdback Percentage Schedule.
Holdbacks. (a) There may be withheld from the Cash Component payable to Sellers at the Closing such amounts necessary to comply with NRS ss.ss.360.525, and 612.695; C.R.S. ss.ss.39-22-604.5, 00-00-000 and 8-79-103; or Miss. Code Xxx. ss.ss.27-65-55, 00-00-000 and 71-5-375 or to satisfy requirements to which any of the Real Property may be subject pursuant to NRS ss.244.335, C.R.S. ss.00-00-000 or Miss. Code Xxx. ss.ss.00-00-000, 00-00-000 and 27-35-5 (collectively, the "REGULATORY HOLDBACK"). The Regulatory Holdback shall be kept on deposit in the Escrow Account until Sellers furnish the Escrow Agent with receipts or certificates provided for in said statutes certifying that (i) the applicable obligations have been paid or discharged, at which time the Regulatory Holdback shall be released from the Escrow Account and paid to Sellers, or (ii) funds out of the Cash Component sufficient for such purpose are held by the Escrow Agent as the Regulatory Holdback, at which time the Escrow Agent shall pay such funds for such purpose and release the balance of the Regulatory Holdback (if any) to Sellers. If Sellers do not produce such receipts, certificates or evidence within the time periods provided for in said statutes, or if any lien or other claim therefor is asserted against Purchaser or the Real Property (or any portion thereof), the Escrow Agent may pay out of the Regulatory Holdback such sums as may be required by such statutes to the appropriate authority and shall thereupon release the balance of the Regulatory Holdback (if any), together with all interest on the Regulatory Holdback, to Sellers.
