Curtailment Holdback Sample Clauses

Curtailment Holdback. (i) From and after the Closing Date, Purchaser shall retain the Curtailment Holdback, which shall be available to Purchaser as the initial source of funds to cover Curtailment Losses actually incurred by Purchaser in respect of each applicable HECM Loan listed on the Curtailment Schedule. For the avoidance of doubt, the Curtailment Holdback shall not be available as a source of funds with respect to any other losses pertaining to such HECM Loans or Curtailment Losses incurred in respect of HECM Loans that are not listed on the Curtailment Schedule. (ii) In the event that Purchaser actually incurs Curtailment Losses with respect to a HECM Loan listed on the Curtailment Schedule, upon resolution of the FHA Insurance claim, other disposition of the Mortgaged Property pertaining to such HECM Loan or the related Mortgagor’s event of default is cured, (i) Purchaser shall retain all or a portion of the Curtailment Holdback reflected on the Curtailment Schedule as attributable to such HECM Loan equal to the actual Curtailment Losses incurred by Purchaser related to such HECM Loan and (ii) all residual funds from the Curtailment Holdback amount related to such HECM Loan as reflected on the Curtailment Schedule, if any, shall be promptly remitted by Purchaser to Seller. (iii) In the event that the related portion of the Curtailment Holdback is insufficient to satisfy any Curtailment Losses actually incurred by Purchaser with respect to a HECM Loan listed on the Curtailment Schedule, and in respect of Curtailment Losses incurred by Purchaser in connection with any HECM Loan that is not listed on the Curtailment Schedule, Purchaser may bring a claim for indemnification pursuant to Section 3.04(g). (iv) From the Closing Date until such time all amounts representing the Curtailment Holdback have either been retained by Purchaser or remitted to Seller in accordance with this Section 3.04(h), Purchaser shall maintain true and accurate accounting records of the current Curtailment Holdback balance and any funds retained by Purchaser or remitted to Seller and the reasons for any such actions, including a detailed account of the Curtailment Losses related to any such HECM Loans. Purchaser shall provide a copy of such records to Seller on a monthly basis.
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Related to Curtailment Holdback

  • Escrow Amount At the Closing, Seller and Buyer shall enter into an escrow agreement in the form attached hereto as Exhibit A (the “Escrow Agreement”), pursuant to which Seller shall deposit Three Hundred Forty-Seven Thousand Two Hundred Ninety-Nine Dollars ($347,299) (the “Escrow Amount”) with the Escrow Agent, which shall be held by the Escrow Agent in a segregated account as security for Seller’s indemnification obligations under Section 15 hereof. All interest accruing on the Escrow Amount shall be for the benefit of Seller. In the event Buyer makes a written claim or demand for indemnification under Section 15 hereof (an “Indemnification Claim”), and Seller does not dispute such Indemnification Claim, or is determined to be liable for and in respect of such Indemnification Claim by a court of competent jurisdiction, then the Escrow Agent promptly thereafter shall pay such Indemnification Claim in full to Buyer, all as more particularly provided in the Escrow Agreement. On the date which is six (6) months after the Closing Date (as defined in Section 1.06 hereof), fifty percent (50%) of the Escrow Amount then remaining in escrow under the Escrow Agreement and not then subject to an outstanding Indemnification Claim shall be paid by the Escrow Agent to Seller. The Escrow Agreement shall expire upon the termination of the Survival Period (as defined in Section 15.01 hereof), and immediately thereafter the Escrow Agent shall pay the portion, if any, of the then remaining Escrow Amount not in dispute to Seller; provided, however, that if prior to the expiration of the Survival Period, Buyer shall have made an Indemnification Claim or commenced litigation or any other proceeding on account of any such claim, the term of the Escrow Agreement shall be extended, and the Escrow Agent shall continue to hold in escrow the portion of the then Escrow Amount in dispute, in each case until the final resolution of such Indemnification Claim or litigation or proceeding relating thereto, all as more particularly provided in the Escrow Agreement.

  • Uninsured Losses; Proceedings Against Assets There shall occur any material uninsured damage to or loss, theft or destruction of any of the Collateral in excess of $5,000,000 or the Collateral or any other of the Loan Parties’ or any of their Subsidiaries’ assets are attached, seized, levied upon or subjected to a writ or distress warrant; or such come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors and the same is not cured within thirty (30) days thereafter;

  • Preferential Collection of Claims Against Issuer The Indenture Trustee will comply with Section 311(a) of the TIA, excluding each creditor relationship listed in Section 311(b) of the TIA. An Indenture Trustee who has resigned or been removed will be subject to Section 311(c) of the TIA.

  • Holdback In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

  • Preferential Collection of Claims If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of the claims against the Company (or any such other obligor).