Expense Holdback Amount definition

Expense Holdback Amount means $5,000,000.
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Expense Holdback Amount means the amount specified by the Stockholders’ Representatives to Parent at least three (3) Business Days prior to the Closing Date, which such amount shall be held by the Stockholders’ Representatives to satisfy any expenses incurred by the Stockholders’ Representatives in connection with the settlement of the Purchase Price Adjustment in accordance with Section 2.9 or in otherwise fulfilling its obligations hereunder.
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Expense Holdback Amount means an amount equal to $250,000 to be delivered to the Shareholders’ Representative at the Closing pursuant to Section 2.5(e) for the purpose of satisfying the expenses to be incurred by the Shareholders’ Representative in connection with (a) the settlement of the Adjustment Amount in accordance with Section 2.7, (b) the defense or settlement of any indemnification claims in accordance with Section 6.15 or Article IX and (c) the performance of any other duties or obligations of the Shareholders’ Representative under this Agreement and the Ancillary Agreements.
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Examples of Expense Holdback Amount in a sentence

  • The Stockholders’ Representatives shall establish such terms and procedures for administering, investing and disbursing any amounts from the Expense Holdback Amount as they may determine in their reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement.

  • Accordingly, we will not delay useful reforms with the hope that the CAISO will find a solution to the queue backlog through an increase in staff.”).clearing out the existing backlog of requests moves forward and more information becomes known as to the scope of the Initial GIPR Cluster.

  • The Stockholders’ Representatives shall have the right to recover, at their sole discretion, from the Expense Holdback Amount, prior to any distribution to the Stockholders, any amounts to which they are entitled pursuant to the expense reimbursement and indemnification provisions of this Section 10.16(b).

  • As soon as practicable following the completion of the Shareholders’ Representative’s responsibilities, the Shareholders’ Representative will deliver any remaining balance of the Expense Holdback Amount in accordance with Section 2.8(b).

  • Representative shall have the right to recover, at its sole discretion, from the Expense Holdback Amount, prior to any distribution to the Equityholders, any amounts to which it is entitled pursuant to the expense reimbursement and indemnification provisions of this Section 8.10(b).

  • Buyer will have as of the Closing sufficient funds to pay the Closing Payment, Working Capital Escrow Amount, Indemnity Escrow Amount, Expense Holdback Amount, Company Transaction Expenses and Closing Indebtedness, together with all other amounts to be paid or repaid by Buyer under this Agreement (whether payable on or after the Closing), and all of Buyer’s and its Affiliates’ fees and expenses associated with the Transactions.

  • The Shareholders’ Representative will not be liable for any loss of principal of the Expense Holdback Amount other than as a result of its gross negligence or willful misconduct.

  • The amount of cash consideration payable to F45 Stockholders is a minimum of $159,266,170.73 and a maximum of $201,900,000, excluding, in each case, the $2,000,000 that will be placed into the Adjustment Escrow Account and the Stockholder Representative Expense Holdback Amount.


More Definitions of Expense Holdback Amount

Expense Holdback Amount means an amount to be determined by the Stockholders’ Representative prior to Closing to be held by the Stockholders’ Representative to satisfy any expenses incurred by the Stockholders’ Representative in connection with the transactions contemplated hereby, including the settlement of any purchase price adjustment in accordance with Section 2.5 and in connection with any indemnity claim pursuant to Article VI, or in otherwise fulfilling its obligations hereunder.
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Expense Holdback Amount means $2,500,000 to be held by Representative to satisfy any fees, costs or expenses incurred by Representative in connection with the transactions contemplated hereby and by the Ancillary Documents, including with respect to any dispute over the purchase price adjustment pursuant to Section 2.5 or fulfilling its obligations hereunder.
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Expense Holdback Amount means $3,000,000 (or a lesser amount determined by Representative by written notice to Parent prior to Closing) to be held by Representative to satisfy any fees, costs or expenses incurred by Representative in its capacity as such.
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Expense Holdback Amount means $1,000,000. Annex A-12
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Expense Holdback Amount means an amount equal to $250,000 to be held by the Sellers’ Representative to satisfy any expenses incurred, or other amounts payable, by the Sellers’ Representative on behalf of the Sellers, in connection with the transactions contemplated hereby (including the settlement of the Purchase Price Adjustment in accordance with Section 2.7 or in otherwise fulfilling its obligations hereunder).
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Expense Holdback Amount means an amount equal to $3,500,000 to be held by the Stockholders’ Representative to satisfy any expenses incurred by the Stockholders’ Representative in connection with the transactions contemplated hereby, including the settlement of any purchase price adjustment in accordance with Section 2.5, or in otherwise fulfilling its obligations hereunder.
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Related to Expense Holdback Amount

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

  • Indemnity Escrow Amount means $5,000,000.

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

  • 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.

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • 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.

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

  • Expense Amount As defined in Section 11.01(b) hereof.

  • Expense Fund has the meaning set forth in Section 10.20(d).

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Working Capital Escrow Amount means $500,000.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

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

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

  • 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.

  • Escrow Deposit has the meaning set forth in Section 3.3.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.