Closing Holdback Amount definition

Closing Holdback Amount means JPY5,250,000,000.

Closing Holdback Amount means the amount of the $1,500,000 to be held back by Purchaser on the Closing Date in the aggregate amount listed on Schedule 1 attached hereto and disbursed pursuant to Section 2.3.

Closing Holdback Amount means the cash portion of the Closing Consideration to be held back by Buyer pursuant to Section 2.03(d) in the aggregate amount listed on Schedule I attached hereto.

Examples of Closing Holdback Amount in a sentence

• Upon the closing of the Merger, Parent shall reserve an amount equal to $1,000,000 (the “ Closing Holdback Amount ”), which Closing Holdback Amount shall be held by Parent as a source of recovery in respect of the indemnification obligations of the Investors, and which Closing Holdback Amount (or a portion thereof) shall be payable to the Investors, each in accordance with the terms of Section 4 .

• Purchaser shall set aside from the $1,500,000 to be paid on the Closing Date an amount equal to the Closing Holdback Amount (representing payment of certain obligations of FotoPunch) to be paid as set forth on Schedule 1.

• Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as set forth on Schedule I.

• Any Closing Holdback Amount that is compensation shall be subject to standard Tax withholdings, and each Seller indemnifies and holds Purchaser harmless from any Tax liability arising in connection with such withholding obligations.

• Except as expressly amended hereby, the Merger Agreement shall remain in full force and effect.

• Notwithstanding the foregoing, the Investors agree that to the extent at any point any Indemnifiable Damages are recoverable hereunder, and at such time Milestone #1 has not been achieved, then 100% of such Indemnifiable Damages may be recovered from the Closing Holdback Amount, to the extent available.

• The Milestone Holdback Amount shall be paid subject to substantially the same terms as the payment of the Foundry Holdback Amount, and which Closing Holdback Amount and Milestone Holdback Amount shall be subject to substantially the same indemnification terms as those set forth in this Section 4.

• With respect to Losses relating to any listed item in the Closing Holdback Amount, only Losses in excess of the Closing Holdback Amount for such item shall be counted toward the $50,000 basket.

• Within ninety (90) days following the Closing Date, Purchasers shall pay to Novatel (i) the aggregate purchase price for the Batch 2 Inventory as set forth on Annex II by wire transfer of immediately available funds to the account set forth on Schedule 1.3(a) of the Disclosure Schedules minus (ii) $1,000,000 (the “Additional Holdback Amount”, and together with the Closing Holdback Amount, the “Services Holdback Amount”).

• To the extent at any point thereafter Milestone #1 is achieved, and the Closing Holdback Amount was not sufficient to fully satisfy all Indemnifiable Damages indemnifiable under this Amendment, the Indemnified Persons shall be entitled to recover such shortfall (i) first from the Foundry Holdback Amount, until the amount of such recovery equals $1,000,000 and (ii) second, fifty percent (50%) from the Foundry Holdback Amount and fifty percent (50%) from the Milestone Holdback Amount.

More Definitions of Closing Holdback Amount

Closing Holdback Amount means $3,510,000.

Closing Holdback Amount. As defined in Section 1.3(a).

Closing Holdback Amount has the meaning set forth in Section 2.5(a).