The Holdback Sample Clauses

The Holdback. The Holdback will be paid at Closing and will be held in a one (1) year escrow by U.S. Bank NA, as escrow agent ("ESCROW AGENT"), and will be payable to Seller or Buyer, as the case may be, pursuant to the terms of an escrow agreement to be entered into between Buyer, Seller and Escrow Agent as of Closing, in the form set forth in EXHIBIT G (the "ESCROW AGREEMENT"). The Escrow Agreement shall set forth the agreement of Buyer and Seller to, among other things, (a) appoint Escrow Agent to act as the escrow agent, (b) maintain a fund for the payment of Seller's post-closing indemnification obligations under this Agreement, (c) authorize the Escrow Agent to release to Seller, one (1) year after the Closing Date (the "DISTRIBUTION DATE") the difference, if any, between (i) the balance of the Holdback Amount (including any interest accrued thereon) remaining after all indemnification payments to be paid to Buyer under this Agreement have been paid and (ii) the aggregate amount of the then outstanding claims of Buyer timely made and properly asserted under this Agreement and (d) authorize the Escrow Agent to continue to hold the remaining balance of the Holdback Amount (including any interest accrued thereon), if any, until it receives a final, unappealable order of a court of competent jurisdiction or joint written instructions of Seller and Buyer regarding disposition of the remaining balance of the Holdback Amount (including any interest accrued thereon).
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
The Holdback. (a) At the Closing, Two Million Dollars ($2,000,000) of the Purchase Price (the "Holdback") shall be deposited in an interest bearing escrow account with a party to be mutually agreeable to Mentor and SiTech as escrow agent (the "Escrow Agent"), to be held and administered in accordance with the terms and conditions set forth in this Section 2.4. Mentor and SiTech shall share equally the expenses associated with such escrow account.
Sample 1Sample 2
The Holdback. Escrow Funds shall be disbursed to Seller on August 1, 1997 without notice to or consent from Purchaser, unless (i) Purchaser has made a claim against Seller in accordance with Paragraph 16.4 of the Agreement (any such claim shall be made in good faith and shall be referred to herein as a "Warranty Claim") and so notifies Escrow Agent of such claim in writing on or before 5:00 p.m. Central Time on July 31, 1997; or (ii) Purchaser has submitted a Final Closing Rent Schedule (as defined below) to Escrow Agent and Seller in accordance with Paragraph 12.3 of the Agreement, as well as the terms of this Escrow Agreement. If Escrow Agent receives either timely notice of a Warranty Claim or the Final Closing Rent Schedule, as provided in the immediately preceding sentence, then Escrow Agent shall notify Seller by telephone and in writing at the address provided in the Escrow Agreement, with a copy of such notice to Seller's attorney as shown in the Escrow Agreement.
Sample 1Sample 2
The Holdback. Amount shall become due and payable to the Sellers upon the later of (i) settlement of any Squeeze-Out Defence Indemnity Claims pursuant to clause 15, (ii) twenty (20) Business Days following expiry of the three-months period for Involuntary Minority Sellers to demand the redemption price determined by the Redemption Expert as set out in clause 16.3.6.4 or (iii) payment of the Adjustment amount pursuant to clause 10.2.5.
Sample 1
The Holdback. Amount placed in escrow under the Escrow Agreement shall secure the Sellers responsibility to pay for the costs of any required remediation as set forth in Section 6.6.2 which has not been completed by the Closing Date pursuant to this Section 6.6. Upon the completion of the required remediation, certification of such completion by the Consultant or mutually agreed-upon third party expert, and payment by Sellers of expenses of such remediation as set forth in Section 6.6.2 and certification, all in accordance with the standards set forth in this Section 6.6, no further claims may be made against the Holdback Amount on account of Sellers' obligations under this Section 6.6. However, if such required remediation has not been completed by Sellers and so certified on or prior to the date which is 60 days following the Closing Date, Buyer shall be entitled to engage its own environmental engineering firm to complete such required remediation, and to distribute from escrow such portion of the Holdback Amount as is necessary to pay the fees and costs of such firm, or other costs incurred, in completing such required remediation, all in accordance with the Escrow Agreement, but any such distribution from escrow of a portion of the Holdback Amount shall be limited to the total amount of such costs the Sellers are responsible for, pursuant to Section 6.6.2 above which the Sellers have not paid.
Sample 1
The Holdback. The Holdback Amount shall be withheld by the Buyer until the second anniversary of the Closing Date (the “Release Date”) for purposes of securing and paying (if necessary) the indemnification obligations of the Sellers pursuant to Section 9.2 and Section 9.3(e). Within thirty (30) days following the Release Date, the Buyer shall pay the Sellers the remaining Holdback Amount, if any, by wire transfer of immediately available funds to the account(s) designated by the Sellers; provided, that if any Claim Notices have been sent by the Buyer to the Sellers pursuant to Section 9.4 prior to the Release Date, a portion of the remaining Holdback Amount equal to the Losses claimed in such Claim Notices shall be retained by the Buyer until such Claim Notices are finally adjudicated in the favor of the Sellers or the Buyer agrees to release such portion of the Holdback Amount.
Sample 1
The Holdback. (i) The Closing Holdback Amount and the CCLP Acquisition Holdback Amount (collectively, the "HOLDBACK") will be retained by the Investor, and will be applied to cover any (A) DUS Losses in respect of loans made by CCLP and its Subsidiaries on or prior to the CCLP Acquisition Date, and (B) Damages resulting from Issuers' breaches of representations and warranties and covenants under this Agreement and the other Transaction Documents, and Issuers' obligations for indemnification pursuant to this Agreement and the other Transaction Documents. All claims referred to in clause (B) of the preceding sentence shall be subject to the provisions of Article VIII.
Sample 1
AutoNDA by SimpleDocs

Related to The Holdback

  • No Holdback The proceeds of each Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property), and there is no obligation for future advances with respect thereto.

  • No Holdbacks The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

  • 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 Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Escrow Funds To provide for the timely payment of any post-closing claims by Buyer against Seller hereunder, at Closing, Seller shall deposit an amount equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) (the “Escrow Funds”) which shall be withheld from the Purchase Price payable to Seller and shall be deposited for a period of one (1) year in an escrow account with the Title Company pursuant to an escrow agreement reasonably satisfactory in form and substance to Buyer and Seller (the “Post-Closing Agreement”), which escrow and Post-Closing Agreement shall be established and entered into at Closing and shall be a condition to Buyer’s obligations under this Contract. All earnings accrue to Seller and Seller may direct investment thereof. If no claims have been asserted by Buyer against Seller, or all such claims have been satisfied, within such 1-year period, the Escrow Funds deposited by Seller shall be released to Seller.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

  • Escrowed Funds Upon receipt of the Escrowed Funds, the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be deposited by the Escrow Agent in an interest bearing account or as may otherwise be directed by the Corporation in writing. The Escrow Agent shall be entitled to sell or redeem any investment of the Escrowed Funds as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Interest, if any, resulting from any investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Ninety Thousand Two Hundred Forty-One Dollars ($90,241) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.