Purchase Price Holdback. (a) Notwithstanding anything herein to the contrary, at the Effective Time, a portion of the Base Purchase Price equal to $35,000,000 less the deducts set forth in this Agreement shall be paid to the holders of Purchased Equity. The remaining $35,000,000, constituting the initial Purchase Price Holdback Amount, shall not be paid to the holders of Purchased Equity, as required by Section 2.6(b), and shall instead be held back by the Purchaser at Closing and the Purchase Price Holdback Amount less the applicable Escrow Amount shall be paid to the Payment Agent for further distribution to the holders of Purchased Equity on the date that is ninety (90) days following the Closing; provided, however, that if Mxxx Xxxxxxxxxx’x employment with TILT or one of its Affiliates is terminated prior to the end of such ninety (90) day period (a) by TILT other than for Cause or (b) by Mx. Xxxxxxxxxx for “Good Reason”, in each case, the Purchase Price Holdback Amount shall be payable to the Sellers immediately upon notice to or from Mx. Xxxxxxxxxx of his termination of employment with the Company; provided, further, however, that Mxxx Xxxxxxxxxx’x employment with TILT or one of its Affiliates is terminated prior to the end of such ninety (90) day period (a) by TILT for Cause, or (b) by Mx. Xxxxxxxxxx other than for “Good Reason,” in each case, the Purchase Price Holdback Amount shall be forfeited and never paid by Purchaser to the Sellers. The parties acknowledge and agree to the following: (i) Mx. Xxxxxxxxxx’x continued employment with TILT for at least ninety (90) days induced the Sellers into assenting to the Agreement, (ii) in the event TILT terminates Mx. Xxxxxxxxxx’x employment for Cause prior to the end of ninety (90) days following Closing, the Sellers will forfeit $35,000,000, and (iii), due to (i) and (ii), TILT shall only terminate Mx. Xxxxxxxxxx’x employment for Cause in good faith and “Cause” shall be interpreted as strictly as the law will allow in any Proceeding regarding this Agreement. For the avoidance of doubt, the Purchase Price Holdback Amount shall be payable to the Sellers, subject to this Section 2.7, even if Mxxx Xxxxxxxxxx’x employment is terminated or otherwise disrupted due to his death or his inability to perform services to the Company due to physical, emotional or mental illness.
Purchase Price Holdback. (i) On the Closing Date, Buyer will transfer the sum of One Million Dollars ($1,000,000) to a segregated interest-bearing account with a bank or other financial institution with a combined capital and surplus in excess of $50,000,000, which amount shall be held by Buyer in such account for the purpose of securing the indemnification obligations of Company and Shareholders under this Agreement. For purposes hereof, "
Purchase Price Holdback. Purchaser shall hold back from the purchase price Six Million Dollars ($6,000,000) (the “Holdback Amount”), with such Holdback Amount to accrue interest at a rate per annum equal to 3% plus the rate indicated by Telerate at Page 3750 (rounded upward to the nearest thousandth) as having been quoted by the British Bankers Association at 11:00 A.M. London time on the date of this Agreement for the offering of U.S. dollar deposits in the London interbank market for the period of one year. The Holdback Amount plus all interest accrued will be paid to Allegheny, or retained by Purchaser, when, as and to the extent provided in Section 12(g) of this Agreement.
Purchase Price Holdback. The sum of Two Hundred Thousand Dollars ($200,000) shall be held back from the Purchase Price in an interest bearing account for the benefit of Seller with Escrow Holder for the purpose of securing the representations and warranties of Seller and all other obligations of Seller under this Agreement (the “Holdback”), for a period of six (6) months commencing from the Close of Escrow, as more particularly described in an escrow holdback agreement (“Holdback Agreement”) which shall be executed and delivered at the Closing by Buyer and Seller in the form attached hereto as Exhibit 3.3.
Purchase Price Holdback. (i) The Purchaser shall withhold from the Purchase Price an amount equal to $350,000 (the "Holdback Amount") as collateral to secure the Company's obligations described in Section VII(a) below, during the period commencing on the Closing Date and terminating on the date that is eighteen (18) months from the Closing Date. On the date that is eighteen (18) months from the Closing Date (or if such date is not a business day, on the next business day thereafter), the Holdback Amount, less the amount of any reductions thereto, as provided in Section I(d)(ii) below, if a positive amount, shall be distributed to the Company, without interest. The Purchaser shall not be required to segregate or set aside the Holdback Amount. The Purchaser may, without obligation, file a UCC-1 or other appropriate instruments with the California and New Jersey Secretaries of State evidencing Purchaser's security interest in the Holdback Amount.
Purchase Price Holdback. The sum of Three Hundred Thousand Dollars ($300,000) shall be held back from the Purchase Price (the “Holdback”) for the purpose of ensuring that, within 30 days of Closing, Jusu Body Inc. and Jusu Bars Inc. are discharged from the following general security registrations ● No. 760860J in favor of Royal Bank of Canada; ● No. 071830M in favor of On Deck Capital Canada, Inc.; ● No. 588693I in favor of Royal Bank of Canada. Once Jusu Body Inc. and Jusu Bars Inc. provide proof of discharge, Purchaser shall release the Holdback.
Purchase Price Holdback. 2 1.1.4 Interest.....................................................2 1.1.5
Purchase Price Holdback. A purchase price holdback of $1,000,000 (the "Purchase Price Holdback") will be deducted from the Cash Adjustment Payment payable to the Shareholders pursuant to Section 1.2. The Purchase Price Holdback shall be held in escrow pursuant to the escrow agreement dated the date hereof (the "Escrow Agreement") in the form of Exhibit A hereto and will be applied to pay Environmental Assessments and Cleanup Costs (as defined in Section 3.4), Tax Adjustments (as defined in Section 3.5), and to cover indemnification obligations under Article IV of this Agreement.
Purchase Price Holdback a. At Closing, Party A shall issue and transfer 4,800,000 Party A Shares to Party B. The remaining 1,200,000 of the Party A Shares (the “Holdback Shares”) shall be withheld at Closing to secure the performance of Party B’s covenants and obligations, and to ensure the validity of Party B’s representations and warranties as set forth in Article 2.
Purchase Price Holdback. (i) The Purchaser shall withhold not less than $200,000 and no more than $240,000 of the Initial Purchase Price (the "Holdback Amount") as collateral to secure the Company's obligations described in Section VII(a) below, during the period commencing on the Closing Date and terminating on the date that is twelve (12) months from the Closing Date. On the date that is twelve (12) months from the Closing Date (or if such date is not a business day, on the next business day thereafter), the Holdback Amount, less the amount of any reductions thereto, as provided in Section I(g)(ii) below, if a positive amount, shall be distributed to the Company, without interest. The Purchaser shall not be required to segregate or set aside the Holdback Amount. The maximum Holdback Amount shall be subject to reduction in the event the Company negotiates arrangements, satisfactory to the Purchaser, with the Company's vendors and suppliers with respect to obligations owed to such vendors and suppliers.
