Closing Holdback Amount definition

Closing Holdback Amount means the cash portion of the Closing Consideration to be held back by Buyer pursuant to Section 2.03(d) in the aggregate amount listed on Schedule I attached hereto.

Closing Holdback Amount means JPY5,250,000,000.

Closing Holdback Amount means the amount of the $1,500,000 to be held back by Purchaser on the Closing Date in the aggregate amount listed on Schedule 1 attached hereto and disbursed pursuant to Section 2.3.

Examples of Closing Holdback Amount in a sentence

• To the extent at any point thereafter Milestone #1 is achieved, and the Closing Holdback Amount was not sufficient to fully satisfy all Indemnifiable Damages indemnifiable under this Amendment, the Indemnified Persons shall be entitled to recover such shortfall (i) first from the Foundry Holdback Amount, until the amount of such recovery equals $1,000,000 and (ii) second, fifty percent (50%) from the Foundry Holdback Amount and fifty percent (50%) from the Milestone Holdback Amount.

• Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as set forth on Schedule I.

• Following such time, to the extent any such pending Claim is finally resolved, as soon as practicable, but in no event more than ten (10) days, thereafter, the Company shall pay to each Investor its Pro Rata Portion of that portion of the Retained Closing Holdback Amount retained in respect of such Claim which was not finally determined to constitute Indemnifiable Damages recoverable from the Closing Holdback Amount (taking into account the terms of Section 4(b) ).

• The Milestone Holdback Amount shall be paid subject to substantially the same terms as the payment of the Foundry Holdback Amount, and which Closing Holdback Amount and Milestone Holdback Amount shall be subject to substantially the same indemnification terms as those set forth in this Section 4.

• Notwithstanding the foregoing, the Assignees agree that to the extent at any point any Indemnifiable Damages are recoverable hereunder, and at such time Milestone #1 has not been achieved, then 100% of such Indemnifiable Damages may be recovered from the Closing Holdback Amount, to the extent available.

• Upon the closing of the Merger, Parent shall reserve an amount equal to $1,000,000 (the “ Closing Holdback Amount ”), which Closing Holdback Amount shall be held by Parent as a source of recovery in respect of the indemnification obligations of the Investors, and which Closing Holdback Amount (or a portion thereof) shall be payable to the Investors, each in accordance with the terms of Section 4 .

• Notwithstanding the foregoing, the Investors agree that to the extent at any point any Indemnifiable Damages are recoverable hereunder, and at such time Milestone #1 has not been achieved, then 100% of such Indemnifiable Damages may be recovered from the Closing Holdback Amount, to the extent available.

• With respect to Losses relating to any listed item in the Closing Holdback Amount, only Losses in excess of the Closing Holdback Amount for such item shall be counted toward the $50,000 basket.

More Definitions of Closing Holdback Amount

Closing Holdback Amount has the meaning set forth in Section 2.5(a).

Closing Holdback Amount. As defined in Section 1.3(a).

Closing Holdback Amount means $3,510,000.