Retained Consideration definition
Retained Consideration in respect of the relevant portion of the Sale Capital, the aggregate sum (or its US dollars equivalent) set opposite each Vendor's name in column (7) of Part B of Schedule 1; "Sale Capital" - collectively the 28 per cent. of the registered capital of the Company to be sold by Kartek, the 13.68 per cent. of the registered capital of the Company to be sold by ZPB and 18.32 per cent. of the registered capital of the Company to be sold by ZTB to the Purchaser (as set out in Column (3) of Part B of Schedule 1) pursuant to the terms and conditions or this Agreement;
Retained Consideration means £3,250,000;
Retained Consideration the amount of HK$1,200,000;
Examples of Retained Consideration in a sentence
Other than the payment of Adjusted Retained Consideration, the Purchaser shall not be liable to pay to any of the Vendors any further sum/amount pursuant to this Agreement.
The Parent will have the right to set-off any indemnification claims as against amounts it owes, now or in the future, to the Shareholders, including without limitation the Retained Consideration, pursuant to the terms of this Agreement or any ancillary agreement, if any, entered into between the parent and any shareholder of the Company.
To the extent that any or all of the Retained Consideration remains in existence on the date which is 2 years and 5 days after Completion, then such remaining Retained Consideration shall be paid to the Sellers in accordance with and subject to the terms and conditions of the Escrow Agreement.
The Retained Consideration will remain in the escrow account for a period one year after the Effective Time (the "ESCROW PERIOD").
Any portion of the Retained Consideration that has not been used to offset any such indemnification claims as of the expiration of the Escrow Period will be distributed to the shareholders of the Company in accordance with Section 1.7(b).
More Definitions of Retained Consideration
Retained Consideration means an amount equal to One Hundred Thousand Dollars ($100,000). Within three (3) business days after the date on which an aggregate of fifteen (15) Leases has been assigned by Assignors to Assignee pursuant to the terms of this Agreement (the "Release Date") (whether at a Closing or at one or more Subsequent Closings (as defined below)), Assignee shall transfer to Assignors by wire transfer of immediately available funds, an amount equal to the difference between (i) Fifty Thousand Dollars ($50,000), minus (ii) the sum of (A) all amounts owed to Assignee pursuant to Section 2.2(b)(ii)(B) (relating to an adjustment to the Purchase Price), (B) all amounts owed to Assignee pursuant to Section 9.2 (relating to indemnification) and (C) the amount of all claims of Assignee pursuant to Section 9.2 which have not been resolved on or prior to such date for which notice of such claims has been given prior to the Release Date, and Assignee shall be entitled to retain an amount equal to the sum of the amounts set forth in the preceding clauses (i), (ii) and (iii) plus Fifty Thousand Dollars ($50,000). On the date which is ninety (90) days after the Closing Date, Assignee shall transfer to Assignors by wire transfer of immediately available funds, the remainder of the Retained Consideration, less the aggregate of (i) all amounts owed to Assignee pursuant to Section 2.2(b)(ii)(B) (relating to an adjustment to the Purchase Price) and (ii) all amounts owed to Assignee pursuant to Section 9.2 (relating to indemnification) and (iii) the amount of all claims of Assignee pursuant to Section 9.2 which have not been resolved on or prior to such date for which notice of such claims has been given prior to such ninetieth (90th) day, and Assignee shall be entitled to retain an amount equal to the sum of the amounts set forth in the preceding clauses (i), (ii) and (iii).
Retained Consideration the amount of HK$900,000 in cash;
Retained Consideration shall have the meaning set forth in Section 3.4(e).
Retained Consideration has the meaning ascribed to it in Clause 3.2.1;
Retained Consideration means a number of shares of Parent Common Stock equal to (w) the Estimated SLJV Component, multiplied by (x) the portion of the outstanding interests in ELLC (expressed as a percentage) represented by the Retained Interest, mutiplied by (y) the SLJV-ELLC Percentage, divided by (z) the Implied Per Share Price. Notwithstanding any provision herein to the contrary, the number of shares of Parent Common Stock issuable at the Closing as Company Merger Consideration shall be reduced by the number of shares equal to the Retained Consideration. In addition, the Index of Defined Terms to the Agreement shall be amended by (x) adding the appropriate references to the defined terms “Eldorado Resorts”, “Retained Consideration”, “Retained Interest” and “Retained Interest Agreement” and (y) deleting the definition of “Delayed Consideration”.
Retained Consideration shall have the meaning given in clause 4.7.2; "Saving" means the reduction or elimination of any liability of the Group to make an actual payment of corporation tax in respect of which the Sellers would not have been liable under the Tax Covenant, by the use of any Relief arising wholly as a result of a Warranty claim or a liability of the Sellers under the Tax Covenant in respect of which the Sellers have made a payment to the Purchaser; "Seller's Solicitors" means ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ of Wallside House, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇ 1EG; "Shares" means all the issued shares in the capital of the Company; "Subsidiary" means the subsidiary companies of the Company, basic information concerning which being set out in Schedule 7; "Tax Authority" means any Taxing or other Authority (whether within or outside the United Kingdom) competent to impose any Tax liability; "Tax Covenant" means the tax covenant set out in Schedule 4; "Tax" or "Taxation" shall have the meaning given in the Tax Covenant; "Taxes Act" means the Income and Corporation Taxes ▇▇▇ ▇▇▇▇; "TGCA" means the Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇; "VAT Legislation" means any relevant enactments in relation to VAT and all notices, provisions and conditions made or issued thereunder including the terms of any agreement reached with any relevant Tax Authority, and any concession referred to in the Disclosure Letter;
Retained Consideration the amount of US$5,000,000.00 (subject to adjustment in accordance with Clause 7);