Tax Holdback definition

Tax Holdback means the amount that Purchaser reasonably believes will be necessary to satisfy any potential indemnification obligations that the Purchaser may have under Section 3(f)(iv) of the Support Agreement.
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Tax Holdback shall have the meaning set forth in Section 2.5;
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Tax Holdback. The sum equal to $1,200,000, which is to be withheld at the Closing and deposited in the Indemnification Escrow to fund the Seller’s obligations with respect to the Company Tax Losses.
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Examples of Tax Holdback in a sentence

  • Upon disbursement of the entire Escrow Fund and the Tax Holdback Fund, this Escrow Agreement shall terminate.

  • The Purchase Price shall be paid by Buyer to Sellers (or its designees specified on Schedule 1.5) at Closing in cash by wire transfer of immediately available funds to the account(s) specified in Schedule 1.5; provided, however, that Buyer will hold back $166,894.50 of the Purchase Price (the “Bulk Sales Tax Holdback Amount”), as partial security for any Liability that may be asserted against Buyer pursuant to the bulk transfer provisions of the Illinois tax statutes.

  • The portion of the Tax Holdback Fund to be delivered to the Escrow Agent for the account of each Stockholder shall be equal to the ratio that the Merger Consideration received by that Stockholder bears to the aggregate Merger Consideration receivable by all of the Stockholders.

  • The Bulk Sales Tax Holdback Amount will be disbursed pursuant to Section 1.12.

  • Escrow Agent hereby acknowledges receipt of the Escrow Fund and the Tax Holdback Fund and agrees to hold them in escrow in accordance with the terms of this Escrow Agreement.

  • As tax refunds in excess of $4,000,000 are received by MS Financial or the Surviving Corporation, shares of Search Common Stock held in the Tax Holdback Fund shall be released to the Stockholders from escrow on no less than a quarterly basis in proportion to such income tax refunds received, pursuant to joint instructions signed by Search and the Stockholders.

  • In the event that the Department determines that the Bulk Sales Tax Holdback Amount is insufficient to satisfy all outstanding amounts required to be paid to the Department pursuant to the bulk transfer provisions of the Illinois tax statutes, Sellers shall promptly pay to the Department any further amount necessary to satisfy the Department’s determination.

  • The Escrow Agent shall hold all of the Tax Holdback Fund pursuant to the relevant provisions of the Escrow Agreement and shall distribute the same pursuant to the terms of the Escrow Agreement, joint instructions signed by Search and the Stockholders, or pursuant to court order.

  • For any Transfer Taxes incurred in connection with payment of the Preliminary NTA Excess, Final NTA Excess, FY23 Holdback Payment, and/or the US Sales Tax Holdback amount, the Vendor’s portion of such Transfer Taxes shall be deducted from such post-Closing payments, without duplication with any Transfer Taxes taken into account in the Transfer Taxes Estimate, prior to release of funds to the Vendor.

  • The respective Stockholders will, subject to the restrictions set forth in the Stockholders Agreement, retain the right to vote the Escrow Shares and the Tax Holdback Shares.


More Definitions of Tax Holdback

Tax Holdback has the meaning assigned to such term in Section 10.3.
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Tax Holdback has the meaning set forth in Section 6.14(b).
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