Aggregate Holdback Amount definition

Aggregate Holdback Amount means an amount equal to 10% of the Aggregate Purchase Price.
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Aggregate Holdback Amount means the sum of the Purchase Price Adjustment Holdback Amount plus the Shareholder Representative Expense Amount.
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Aggregate Holdback Amount means the aggregate of the Closing Adjustments Holdback and the Loss Adjustments Holdback;
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Examples of Aggregate Holdback Amount in a sentence

  • On the Closing Date, Purchaser shall reserve for issuance to Sellers, but holdback (the “Holdback”) from issuance to Sellers, the Aggregate Holdback Amount, to be held by Purchaser on the terms and subject to the conditions of this Agreement.

  • Upon notice to the Sellers specifying in reasonable detail the basis for such set-off, the Purchaser may elect to set-off any amounts to which it may be entitled under this Agreement against the Aggregate Holdback Amount.

  • On the Closing Date, Purchaser shall reserve for issuance to Sellers, but holdback (the “Holdback”) from issuance to Sellers, the Aggregate Holdback Amount, to be held by Purchaser on the terms and subject to the conditions of this Agreement.

  • The Aggregate Holdback Amount will be held in escrow pursuant to an Escrow Agreement in substantially the form attached hereto as Exhibit 2.6.

  • In cases where the Indemnifying Party fails to timely pay the indemnification owed to the Indemnified Party (excluding any payments that may and should be deducted from the Aggregate Holdback Amount or Escrow Amount by Buyer), the Indemnifying Party shall be subject to adjustment by the variation of [****], calculated from the due date until the date of effective payment, plus [****] interest, applied pro rata diem.

  • If the Licensor Fees other than the Contingent Licensor Fees (the “Upfront Licensor Fees”) are less than the sum of the Special Holdback Amount and the Adjustment Holdback Amount (such sum, the “Aggregate Holdback Amount”), the amount by which the Aggregate Holdback Amount exceeds the Upfront Licensor Fees (the “Remaining Holdback Amount”) shall be subject to Section 1.7(f).

  • If the Upfront Licensor Fees are greater than the Aggregate Holdback Amount, Acquirer and the Securityholder Agent shall Release from Indemnity to Acquirer that number of Acquirer ADSs that have an aggregate value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to the final payment of the Upfront Licensor Fees, equal to the amount by which the Upfront Licensor Fees exceed the Aggregate Holdback Amount.


More Definitions of Aggregate Holdback Amount

Aggregate Holdback Amount means the number of Purchaser Common Shares equal to the sum of the Specified Inventory and Adjustment Holdback Amount, the RW Retention Holdback Amount and the Special Indemnity Holdback Amount.
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Aggregate Holdback Amount means shall mean the sum of (i) the Xxxxxxxx Holdback Amount, plus (ii) the Lautaro Holdback Amount, plus (iii) the Julian Holdback Amount, plus (iv) the Xxxxxx Holdback Amount, plus (v) the Final Installment, in each case as expressed in United States Dollars (USD $).
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Aggregate Holdback Amount shall be an amount equal to -------- $3,150,000, which Buyer, at the Closing, shall retain pending the determination of the amount of the Equipment adjustment and Inventory adjustment pursuant to Sections 2.7.1 and 2.7.2, respectively, Seller's indemnification obligations, if any, as set forth in Section 10.3, pending the completion of any environmental remediation required under Section 6.7 hereof which is not resolved by the Closing Date and pending a Final Determination in the Xxxxxx Litigation. Of such Aggregate Holdback Amount, (i) $400,000 will be allocated to the resolution of the Equipment adjustment pursuant to Section 2.7.1, (ii) $50,000 will be allocated to the resolution of the Inventory adjustment pursuant to Section 2.7.2, (iii) $200,000 will be allocated to the resolution of the Accounts Receivable adjustment pursuant to Section 2.7.3, (iv) $1,000,000 will be allocated to the resolution of Seller's indemnification obligations pursuant to Xxxxxxx 00.0 (Xxxxxxx (x), (xx), (xxx) and (iv) being the "Holdback Amount"), and (y) $1,500,000 will be allocated to resolution of the Xxxxxx Litigation (the "Xxxxxx Holdback Amount"). Notwithstanding anything in the foregoing to the contrary, if any portion of the Holdback Amount specified in this Section 2.7.3 proves to be insufficient for resolution of the matter subject to adjustment therein, Buyer may in its sole discretion elect to transfer a portion of the Holdback Amount allocated to another matter to resolve such deficiency. Promptly upon the resolution of each of the foregoing adjustments or indemnification or remediation obligations in accordance with the time periods provided herein for its resolution, Buyer will instruct the Escrow Agent remit to Seller that portion of the Holdback Amount allocated to the resolution of such item, net of any amount which Buyer is entitled to retain under the provisions of Sections 2.7 and 10.3 hereof. In the event of any disagreement between Buyer and Seller regarding the dollar amount of any such adjustment or indemnification or remediation obligation, Buyer shall nevertheless be obligated to instruct the Escrow Agent remit to Seller any portion of the Holdback Amount which is allocable to such item and is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, Buyer shall remit to Seller any remaining portion of the Holdback Amount to which Seller is entitled. Notwithstanding the foregoing, Buyer shall not be limi...
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Aggregate Holdback Amount means $6,500,000;
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Related to Aggregate Holdback Amount

  • Aggregate Invested Amount means, at any date of determination, the sum of the Invested Amounts with respect to all Outstanding Series on such date of determination.

  • Aggregate Outstanding Amount With respect to any of the Notes as of any date, the aggregate unpaid principal amount of such Notes Outstanding on such date.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Aggregate Funded Spread means, as of any date, the sum of:

  • Aggregate Cap has the meaning set forth in Section 20.1A.

  • Aggregate Commitment Amount means, as of any date, the aggregate of all Commitment Amounts as of such date. On the Effective Date, the Aggregate Commitment Amount is $125,000,000.

  • Monthly Principal Reallocation Amount means, for any Monthly Period, an amount equal to the sum of:

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Aggregate Excess Funding Amount of a Non-Funding Lender shall be the aggregate amount of all unpaid obligations owing by such Lender to Agent and other Lenders under the Loan Documents, including such Lender’s Ratable Share of Loans.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Indemnity Escrow Amount means $3,000,000.

  • Aggregate Outstanding Loan Balance means on any day, the sum of the Outstanding Loan Balances of all Eligible Loans included as part of the Collateral on such date.

  • Allocation Amount means, as of the Closing Date, the Series 2017-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-1 Stated Principal Amount resulting from the issuance of additional Series 2017-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge-Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2017-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greaterthan the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Class Invested Amount means, with respect to any Class for any Distribution Date, an amount equal to the Class Initial Investor Interest minus the sum of (a) the aggregate amount of payments of Certificate Principal paid to such Class of Investor Certificateholders, in each case prior to such Distribution Date, (b) the aggregate amount of Investor Losses of such Class not reimbursed prior to such Distribution Date and (c) the aggregate amount of losses of principal on investments of funds on deposit for the benefit of such Class in the Series Principal Funding Account, if applicable.

  • Pre-Funding Amount With respect to any date, the amount on deposit in the Pre-Funding Account.

  • Aggregate Collateral Balance means, as at any Measurement Date, the amount equal to the aggregate of the following amounts, as at such Measurement Date:

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • M&O Amount means the revenue protection payment required as part of this Agreement as set out in TEXAS EDUCATION CODE Section 48.256(d) and shall have the meaning assigned to such term in Section 4.2 of this Agreement.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.