Initial Holdback Amount definition
Examples of Initial Holdback Amount in a sentence
The dollar amount to be payable at Closing by Purchaser to the Escrow Agent shall constitute an amount equal to (A) the Initial Holdback Amount minus (B) the Deposit (plus interest accrued thereon as prescribed in Section 2.3(b)).
The dollar amount to be payable by Purchaser to Sellers at the Closing (the “Closing Payment”) shall constitute an amount equal to (i) the estimate of the Adjusted Purchase Price delivered in accordance with this Section 8.4(a) minus (ii) the Deposit (plus interest accrued thereon as prescribed in Section 2.3(b)) minus (iii) the remainder of (A) the Initial Holdback Amount minus (B) the Deposit (plus interest accrued thereon as prescribed in Section 2.3 (b)).
The term "Holdback Amount" shall mean the Initial Holdback Amount, as such amount is reduced from time to time by (1) any claims for indemnity paid against it, and (2) the April 1, 2005 and April 1, 2006 release payments to Sellers, each of which shall be administered in accordance with Section 12.6, and increased by any Aggregate Call Holdback Amount or Individual Put Holdback Amounts retained by the Buyer in connection with its purchase of Put/Call Shares pursuant to the Put and Call Agreement.
The Initial Holdback Amount shall be withheld by the Buyer from the Purchase Price (as provided herein) and, subject to the terms of this Agreement, shall be available to satisfy any claims for indemnity made pursuant to Section 11.2(a) and Section 11.2(b).
An irrevocable letter of credit from a reputable bank shall be obtained by the Buyer and delivered to the Seller Representative to secure the performance by the Buyer of its obligations hereunder in respect of the Initial Holdback Amount, and such additional amounts added to the Holdback Amount from time to time pursuant to Section 12.5(c) (the "Irrevocable Letter of Credit").