Earnout Holdback definition

Earnout Holdback means the holdback in the amount of $30,000,000, which amount will not be funded to Borrower as a part of the Initial Facility Amount, but will be available for disbursement to Borrower on the terms and conditions set forth in Section 3.3. The Earnout Holdback is allocated for (i) the payment of the cost of Additional Improvements, including without limitation, the cost of any Tenant Improvements and Leasing Commissions incurred by Borrower from time to time under Approved Leases which are executed in accordance with the terms and conditions of this Agreement, (ii) the cost of the redevelopment of portions of the Property, as more particularly provided in this Agreement and (iii) reimbursement to Borrower of capital expenditures incurred by Borrower from and after November 9, 2010 in connection with the development and/or improvement of the Property, provided that Borrower delivers satisfactory evidence to Administrative Agent of the amount and payment of such capital expenditures previously incurred by Borrower.
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Examples of Earnout Holdback in a sentence

  • At Closing, Purchaser and Escrow Stockholders shall deposit the Earnout Holdback Shares with the Escrow Agent pursuant to the Earnout Escrow Agreement.

  • At Closing, Purchaser and Stockholders shall deposit the Earnout Holdback Shares with the Escrow Agent pursuant to the Earnout Escrow Agreement.

  • Until such time as the Earnout Holdback Shares shall have been delivered pursuant to the terms of the Earnout Escrow Agreement, each Stockholder covenants and agrees not to sell, transfer, pledge, assign, hypothecate or dispose of or enter any contract, option or pledge or understanding (written or not) with respect to the sale, transfer, pledge, assignment, hypothecation or other disposition of the Earnout Holdback Shares or any dividends or distributions that may be declared or paid with respect thereof.

  • At the Closing, BCC shall deliver to the Stockholders the certificates representing the Merger Consideration, less the Indemnity Holdback Shares and less the Earnout Holdback Shares.

  • The amount of each Advance for which Borrower is eligible from the Earnout Holdback shall be based on the Debt Yield from the Collateral Pool as of any Determination Date, and shall be determined as set forth in Section 3.3(e).

  • The Earnout Holdback shall not accrue interest unless and until an Earnout Advance has been made and then only on the aggregate amount so advanced from time to time.

  • Seller and its accounting representatives will be entitled to examine the work papers and back up materials related to the preparation of the financial statements of High Point and the calculations of Revenue and the Earnout Holdback and to discuss the preparation of such statements and calculations with Buyer's and High Point's accountants and accounting personnel.

  • Buyer and High Point will cause their accountants and accounting personnel to discuss with the Resolution Accountants the preparation of the financial statements of High Point and the calculation of the Revenue and the Earnout Holdback and to grant to the Resolution Accountants reasonable access to the work papers of Buyer's and High Point's accountants and accounting personnel.

  • In addition to the foregoing, and notwithstanding anything to the contrary contained in this Agreement, an amount equal to the WVRS Holdback shall only be available for disbursement to Borrower from the Earnout Holdback to pay for Tenant Improvements and Leasing Commissions incurred in connection with or pursuant to Approved Leases covering portions of the ▇▇▇▇ Village Retail Shops.

  • The cost of the services of the Resolution Accountants will be borne by the Party whose Earnout Settlement Offer differs the most from the Earnout Holdback as finally determined by the Resolution Accountants.