Holdback Amount definition
Examples of Holdback Amount in a sentence
Each Company Securityholder acknowledges that the Securityholders’ Representative will not be liable for any loss of principal of the Securityholders’ Representative Holdback Amount, except to the extent finally determined by a court of competent jurisdiction (not subject to further appeal) to have resulted directly from the Securityholders’ Representative’s fraud or willful misconduct.
Notwithstanding anything to the contrary contained herein, the Securityholders’ Representative shall be entitled to set off any reimbursement obligation owed under this Section 10.1(d) by any Company Securityholder against any amounts such Company Securityholder is entitled to receive from the Securityholders’ Representative Holdback Amount.
Prior to the determination of the Actual Closing Amount and the payment of any amounts, if any, due under Section 3.3(f)(i), the Securityholders’ Representative shall retain an amount equal to the Purchase Price Adjustment Holdback Amount, and shall not distribute, in whole or in part, directly or indirectly, such funds retained in respect thereof to the Company Securityholders.
The joint, written authorization of representatives of both Acquiror and Contributor pursuant to the Escrow Agreement shall be required for the disbursement of any portion of the Holdback Amount.
At such time as the Securityholders’ Representative deems appropriate in its sole discretion, the Securityholders’ Representative shall pay to each Company Securityholders’ (or to the Surviving Company for payment through its payroll system or to such other Person at the Securityholders’ Representative’s direction) his, her or its Pro Rata Percentage of all or any portion of the Securityholders’ Representative Holdback Amount in accordance with this Agreement.