Holdback Note definition

Holdback Note means that certain promissory note, issued in connection with an Optional Redemption, pursuant to the terms set forth on Exhibit A hereto.
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Holdback Note means a promissory note of the Purchaser payable to Parent in the principal amount of $40,000,000, which shall mature on the second anniversary of the Closing Date and bear interest at the rate of 6% per annum, substantially in the form attached hereto as Exhibit B.
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Holdback Note has the meaning specified in Section 3.1.
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Examples of Holdback Note in a sentence

  • All accrued and unpaid interest on the Holdback Note on amounts not subject to claims, pending or resolved, shall be paid annually on each anniversary of the Closing.

  • Any required adjustment to the Holdback Note shall be deemed to be made as of the date of resolution of any adjustment and, at Buyer's request, Mr. Xxxxxxx xxxll return the Holdback Note in exchange for a new note reflecting the adjustment.

  • For Smith’s sensitivity to the use and abuse of rhetoric in political and economic argument, see especially Andrew S.

  • Except in the case of breaches of any of the Selling Parties Fundamental Representations, the Member Fundamental Representations or Fraud and subject to the limitations set forth in this Article VIII, the Buyer Indemnified Parties shall only be entitled to recover the amount of any Losses from the Indemnity Holdback Note.

  • In accordance with the terms of the Holdback Note, Buyer shall have a right of set-off against amounts due and payable under the Holdback Note to satisfy Seller's indemnification obligations, if any, pursuant to Section 10.4 hereof.

  • In the case of breaches of any of the Selling Parties Fundamental Representations, the Member Fundamental Representations or Fraud, the Buyer Indemnified Parties shall be entitled to recover the amount of any Losses first from the Indemnity Holdback Note, and second, to the extent the Indemnity Holdback Note has been depleted, directly from the Selling Parties, jointly and severally.

  • By: Name: Title: Exhibit A - Holdback Note Terms Interest Rate 4.5% per annum; rate increases to 8.5% per annum in the event of a default Principal Amount Initially equal to the Redemption Payment.

  • The Purchaser has, and will have at the Closing, funds sufficient to consummate the transactions contemplated hereby, including the transactions contemplated by Article III, and to pay the principal and interest payable to the Sellers under the Holdback Note when due.

  • The Purchaser shall have paid to the Sellers, in immediately available funds, the Cash Consideration, shall have delivered to the Sellers the Holdback Note, and shall have caused to be paid to the lender under the Warehouse Line the amounts required by Section 3.1 hereto.

  • Other information: (a) Subordinate of DIO, widely recognised as being directly involved in Iran's nuclear programme, (b) Involved in Iran's nuclear programme.


More Definitions of Holdback Note

Holdback Note means that certain subordinated, unsecured promissory note of GFNA in favor of D. E Xxxx Laminar Portfolios, L.L.C. dated as of the Second Amendment Effective Date, in an aggregate original principal amount of $1,500,000. Holdings means General Finance Corporation, a Delaware corporation.
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Holdback Note means the promissory note referred to in Section 3.1.2, substantially in the form of Exhibit H.
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Holdback Note has the meaning set forth in Section 2.6(b).
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Holdback Note means that certain subordinated, unsecured promissory note of the Parent in favor of D.E Shaw Laminar Portfolios, L.L.C. ("Lamport") dated as of the Amendment Effective Date, in an aggregate original principal amount of $1,500,000, which promissory note was issued to Lamport part of the consideration paid to it as a shareholder of MOAC in connection with the Parent Merger.
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Holdback Note shall have the meaning set forth in Section 2.2(a).
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Related to Holdback Note

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

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

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

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

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

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

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

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

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

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

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

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in 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 Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • 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.

  • Company Stock Certificate has the meaning set forth in Section 1.6.

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

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

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

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

  • 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.

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

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