Escrow Holdback Amount definition

Escrow Holdback Amount means $1,665,000.
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Escrow Holdback Amount shall have the meaning referenced in Section 1.1.2 hereof.
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Escrow Holdback Amount means $10,000,000 to be withheld from the Total Consideration paid to the Company Stockholders in accordance with this Agreement and placed in the Escrow Account in accordance with the Escrow Agreement and Section 2.3 of this Agreement, for the purpose of securing the Company’s indemnity obligations set forth in Section 9.2 of this Agreement. Any earnings that may accumulate or accrue on the Escrow Holdback Amount in accordance with the terms of the Escrow Agreement shall be for the benefit of the Company Stockholders in accordance with their respective Pro Rata Shares, provided, however, in the event Macrovision receives a distribution from the Escrow Account pursuant to the terms of the Escrow Agreement in respect for a claim for indemnification in accordance with the terms of Article IX hereof, such distribution shall also include an amount of earnings for such claim accrued from the Closing Date until the date of such distribution. For the avoidance of doubt, the Escrow Holdback Amount shall not include the Employee Retention Escrow Amount.
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Examples of Escrow Holdback Amount in a sentence

  • At the Closing, the Company shall deposit: (i) the Escrow Holdback Amount into the Escrow and; (ii) the Gross Cash Holdback Amount into the Gross Cash Escrow.

  • Given the Minister’s declaration may suspend the operation of legislation, the declaration is taken to be subordinate legislation, which means it must be tabled in Parliament within 14 sitting days after it is notified and therefore can be subject to disallowance by Parliament.There is no power of review in proposed new section 35G and proposed new section 35J also provides the Minister with the power to suspend the operation of biofuel requirements.

  • Upon completion of the acquisition, construction and installation of the Property and before any disbursement of the Escrow Holdback Amount (as defined in Section 2.04 of the Escrow Agreement) from the Escrow Fund, but in no event later than September 30, 2004, Borrower shall provide to Lender the Final Appraisal.

  • An assessment of the likely impact of the Proposed Development combined with that of NZT is set out as follows, assuming that the peaks of construction coincide.

  • The provisions of this Section 2.1(c) are subject to the provisions of Section 2.7 (regarding rights of holders of Dissenting Shares) and Section 2.3 (regarding the withholding of the Escrow Holdback Amount).

  • Should Seller fail to obtain and deliver the NFA to Purchaser by the Outside NFA Date, the Escrow Holdback Amount shall be released to Purchaser, and neither party hereto shall have any further obligations related to the NFA or any other matter relating thereto.

  • Absent fraud, the Buyer Indemnified Persons’ only recourse for indemnification pursuant to Section 9.2(a), Section 9.2(b), or Section 9.2(c) shall be to collect (i) first, from and against the Escrow Holdback Amount, and (ii) thereafter, from and against the Representation and Warranty Insurance Policy.

  • Stuffed animals and any other toys that are difficult to clean and sanitize will not be allowed unless in accordance with special accommodations.

  • On the Closing Date, Macrovision shall cause the Escrow Holdback Amount and the Employee Retention Escrow Amount to be deposited with the Escrow Agent.

  • The results observed included ongoing benefits in terms of lower prices, greater choice for consumers, a clearer operating environment, and reduced compliance costs for businesses.


More Definitions of Escrow Holdback Amount

Escrow Holdback Amount means $1,200,000;
Sample 1
Escrow Holdback Amount shall be equal to the product of the following (i) $2,550,000 divided by the Aggregate Merger Consideration, multiplied by (ii) the Option Cancellation Payment otherwise payable to such Principals. The "Gross Cash Holdback Amount" shall be equal to the product of the following (i) $1,000,000 divided by the Aggregate Merger Consideration multiplied by (ii) the Option Cancellation Payments otherwise payable to such Principal. In the event amounts to be paid to the holders of Options exceed the Adjusted Option Amount, all such holders shall be cut back pro rata until such time that the aggregate payment due to such holders of Options is equal to the Adjusted Option Amount.
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Escrow Holdback Amount means (i) the Escrow Cash Holdback, plus (ii) the product of (A) the Escrow Stock Holdback and (B) the Stock Price.
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Escrow Holdback Amount means $3,000,000.
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Escrow Holdback Amount means the good faith aggregate amount, as reasonably determined by Buyer, of all claims for indemnification set forth in any demand for indemnification made by a Buyer Indemnified Person to Seller pursuant to and in strict compliance with Article IX (whether disputed or undisputed) on or prior to the Escrow Release Date that are outstanding as of the Escrow Release Date. ARTICLE III.
Sample 1
Escrow Holdback Amount means an amount equal to the Combined Escrow Holdback Amount times a fraction, the numerator of which shall equal the aggregate Exchange Common Consideration and the denominator of which shall equal the Total Primary Equity Base.
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Related to Escrow Holdback Amount

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

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

  • Escrow Cash is defined in Section 4.1(a).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

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

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Working Capital Escrow Amount means $2,000,000.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Escrow End Date has the meaning specified in the Escrow Agreement.