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 set forth in Section 2.6(b).
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Examples of Holdback Note in a sentence

  • 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.

  • 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.

  • 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.

  • Anything in this Agreement to the contrary notwithstanding, Buyer may withhold and set off against any other amounts otherwise due Seller, including without limitation amounts owing pursuant to the Holdback Note, any amount as to which Seller is obligated to indemnify Buyer pursuant to any provision of this Section 10.4 and Seller may withhold and set off against any other amounts otherwise due Buyer any amount as to which Buyer is obligated to indemnify Seller pursuant to Section 10.4(b)(iii).

  • 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.

  • On the Maturity Date, the Principal and all accrued unpaid Interest under the Indemnity Holdback Note shall be paid to the Holder, provided that if a claim has been made on any Buyer Indemnified Party for any Losses as provided for in Section 8.02 of the MIPA, a reserve amount equal to Buyer’s good faith estimate of the amount of such claim shall be retained as an outstanding amount under the Indemnity Holdback Amount until resolved in accordance with the MIPA.

  • In the event the Parent is required to pay any Released Consideration to the Shareholders pursuant to this Section 3.4, prior to the expiration of the Escrow Term, an amount equal to ten percent (10%) of the Released Consideration consisting of cash shall be paid into the escrow account and held pursuant to the Escrow Agreement, and ten percent (10%) of the Released Consideration consisting of a release of the Holdback Note Offset shall be subject to the rights of offset pursuant to the Escrow Agreement.

  • The Parties agree that for purposes of such allocation and all other applicable Tax purposes, (a) the Put Option Fee shall be treated as option premium and, in the event the Put Option is exercised, shall be a reduction in the Total Consideration, and (b) the consideration allocable to the Purchased Equity Interest shall include only cash, and not any portion of the DUS Note, the Dynex Xxxxxx Xxx Note, the Dynex Xxxxxxx Mac Note, or the Holdback Note.

  • Of the Purchase Price, $1.5 million shall be in the form of a promissory note payable to the Seller in the form of Exhibit A hereto (the "Holdback Note").

  • Buyer agrees to first set off any amounts owed by Buyer to Seller under the Holdback Note (in accordance with the procedures set forth in Section 10 hereof) prior to seeking to recover any Buyer Losses against any other assets of Seller.


More Definitions of Holdback Note

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 shall have the meaning set forth in Section 2.2(a).
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Holdback Note has the meaning specified in Section 3.1.
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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 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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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.

  • Bridge Note means a promissory note of the Borrower in the form attached as Exhibit B hereto evidencing the Bridge Loan of any Lender.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • 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 means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • New Note shall have the meaning assigned to such term in Section 38.

  • 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.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • 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.

  • Seller Note means the promissory note evidencing Xxxxxxxx’s repayment obligations in respect of the Seller Loan.

  • Company Stock Certificate shall have 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).

  • Revolver Note means any one of such Revolver Notes.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.