General Holdback definition

General Holdback is defined and has the meaning as set forth in Subsection 2.04(c)(ii).
Sample 1
General Holdback means five percent (5%) of the Purchase Price.
Sample 1
General Holdback. The sum equal to $250,000, which is to be withheld from the Purchase Price at the Closing and deposited in the Indemnification Escrow to fund the Seller’s indemnification obligations under Article IX of this Agreement or in respect of any Company Tax Losses that are not satisfied from the Tax Holdback due to the Tax Holdback having been exhausted or no longer available.
Sample 1

Examples of General Holdback in a sentence

  • The Surviving Corporation shall pay such employees compensation commensurate with the compensation such employees received from the Company immediately prior to the Closing, one-half of which shall reduce the amount of the General Holdback Amount to be paid to the Shareholders of the Company, and one-half of which shall be paid by Parent.

  • The Trustee may trade with itself or an affiliate in the purchase or sale of Eligible Investments.

  • The number of shares to be transferred shall be determined by dividing the amount of the claim by the higher of the per share value of the General Holdback Stock on the Merger Closing Date or the per share closing bid value of Barnabus common stock on the date of the final determination (or if not a trading day, the next preceding trading day).

  • The number of shares of Parent Common Stock included in the Stock Portion of General Holdback shall equal $2,500,000 divided by the Average Per Share Value.

  • The escrow account consisting of the General Holdback -------------- Property to be established with and administered by the General Escrow Agent to secure the General Indemnification by the Shareholders.

  • Parent shall use commercially reasonable efforts to cause the Registration Statement to become effective and to remain effective for a period (the "REGISTRATION PERIOD") (i) ending on the first anniversary of the Closing Date; or (ii) in the event any shares of Parent Common Stock are distributed to the Shareholders out of the Stock Portion of General Holdback, ending on the first anniversary of the last date on which such shares are distributed.

  • Of such Holdback Amount, (i) $0 will be allocated to the resolution of the Shareholder Net Worth adjustment pursuant to Section 2.5.3 (ii) $100,000 will be allocated to the resolution of the Equipment adjustment pursuant to Section 2.5.4, (iii) $-0- will be allocated to the resolution of the Environmental obligations pursuant to Section 6.3, and (iv) $2,000,000 will be allocated to any other obligations under this Agreement (the "General Holdback").

  • If the claim is paid in full within thirty days after the final determination, the number of shares which would have been transferable to satisfy the claim shall be released from the General Holdback Account to the Principal Seller.

  • A reserve shall thereupon be created against the General Holdback in the amount of any such liquidated claim.

  • Unless Buyer specifies that Holdback Funds relating to a particular Draw Notice be released from the VOC Holdback Funds, and Seller consents to such request (such consent not to be unreasonably withheld, conditioned or delayed), all Holdback Funds released shall be deemed to be General Holdback Funds.


More Definitions of General Holdback

General Holdback is defined in Section 10.02 (b).
Sample 1
General Holdback means Three Hundred Eighty Six Thousand Dollars ($386,000).
Sample 1

Related to General Holdback

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

  • General Account consists of all our assets other than those held in any separate investment accounts.

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

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

  • 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 of the Plan.

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

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

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

  • 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.

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

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

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

  • 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.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

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

  • Holdings LLC Agreement means the Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • 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.

  • Delaware Divided LLC means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Investment Management Fee means each of the Senior Investment Management Fee, the Subordinated Investment Management Fee and the Incentive Investment Management Fee.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.