Holdback Deduction definition

Holdback Deduction means such amount equal to ten percent (10%) of the difference between $10,618,224 and the Holdback Revenue Amount, but only to the extent that the Holdback Revenue Amount is less than $10,618,224.
Sample 1

Examples of Holdback Deduction in a sentence

  • If the Sellers' fail to submit a timely Sellers' Response, the Buyer shall be entitled to retain the Holdback Deduction as if the Purchase Price was reduced.

  • Notwithstanding anything herein to the contrary, (i) the Holdback Amount shall be withheld by Parent from any amounts otherwise payable to the Company Stockholder, and (ii) the Holdback Deduction shall not exceed the Holdback Amount.

  • Sellers' shall have thirty (30) days from the date of the Notice of Default within which to deny the occurrence of a Sellers' Default, cure the Sellers' Default and/or challenge the amount of the proposed Holdback Deduction (the "Sellers' Response").

  • For the purposes of determining any costs, expenses or losses included in the calculation of the Aggregate Holdback Deduction, amounts in currencies other than US$ shall be converted into US$ at the end of day closing price London time, as reported on Bloomberg page WCV, on the date such cost, expense or loss is paid.

  • Notwithstanding the foregoing, if the Buyer believes a Sellers' Default has occurred, Buyer shall provide Sellers with a written "Notice of Default" notifying Sellers of such belief and the amount to be deducted from the Holdback Amount (the "Holdback Deduction") to compensate Buyer for the default.

  • The Parties agree that except with respect to an ---------------- action for an injunction pursuant to the provisions of section 5(f) above, all other disputes relating to or arising out of this Agreement, including, but not limited to, any disputes relating to the Holdback Amount or Holdback Deduction, if any, shall be submitted to arbitration before a single arbitrator as the sole and exclusive remedy for resolving such controversies.

  • In the event that the independent accountant selected to act as the Holdback Expert Accountant (as defined in Appendix 31) is unable or unwilling for any reason to act as the "expert accountant" in accordance with Appendix 31, the provisions of Clause 19 of this Agreement shall apply to any dispute with respect to a Holdback Deduction Amount.

  • In the event of a dispute with respect to a Holdback Deduction Amount, the provisions of Appendix 31 shall apply.

  • Such portion, if any, of the Holdback Amount, as reduced by the Holdback Deduction, shall be delivered by Parent to Company Stockholder after the expiration of the Holdback Period.

Related to Holdback Deduction

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

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

  • Transaction Deductions means any deduction permitted for income Tax purposes attributable to (i) Transaction Expenses or other similar expenses paid on or prior to the Closing Date; and (ii) any fees, expenses, and interest (including amounts treated as interest for income Tax purposes) that were incurred in connection with the Indebtedness (or payment thereof).

  • Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

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

  • Agreed Deductions means any deductions the Agency Worker has agreed can be made from their pay;

  • 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).

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

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

  • 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.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document.

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

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Deduction means the amount that is treated as deductible from the taxable income under the laws of the payer or investor jurisdiction. The term 'deductible' shall be construed accordingly.

  • 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.

  • Allowable Deductions means the following costs, charges, and expenses incurred or accrued by Payor:

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

  • Holdback Period has the meaning set forth in Section 3(a).

  • FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • 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.

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

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.