Death of a Principal Sample Clauses

Death of a Principal. You must notify us in writing immediately upon the death of one of the principals and, upon receiving that notification, we may: ▪ require a copy of a death certificate and notarized copies of the appropriate estate papers; ▪ restrict transactions and/or require a portion of the investments be retained in the Account; or ▪ follow any other course of action we deem prudent. The deceased principal's estate and each of the remaining parties to the Account will continue to be responsible to us, jointly and severally, for any debit balance or loss that: ▪ may be incurred in settling a transaction initiated prior to death; ▪ is incurred in the distribution or liquidation of the Account; or ▪ occurs in adjusting for the interests of the remaining principals. Each of you declare that your interests in the joint Account are as joint tenants with full rights of survivorship and not as tenants- in-common, except if you are a resident of Quebec, in which case your interests in the joint Account are as tenants-in-common. We shall be protected from all liability in obeying the instructions of the survivor of you respecting the disposition of securities or other property in the Account.
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Death of a Principal. (a) In the event of the death of any Management Stockholder or a Principal of a Management Stockholder (the "Decedent") and subject to the provisions of Sections 4.3 and 4.5 and the Loan Documents, (i) in the event and to the extent the Company receives life insurance proceeds as a result thereof (other than key man insurance maintained for the benefit of lenders to the Company), the Company shall repurchase Shares from the Decedent's respective Affiliate corporation (or, if necessary, any Related Transferees) holding such Shares (the "Decedent Holder"), and such Decedent Holder shall be obligated to sell Shares to the Company, at the purchase price per Share and on the terms and conditions set forth in Section 4.3 and (ii) in the event and to the extent that life insurance proceeds (if any) are insufficient to fund the repurchase of all Shares held by the Decedent Holder, subject to the existence of funds legally available therefor, the Company shall have the right and option, but not the obligation, to repurchase all or such portion of the remaining Shares held by the Decedent Holder and the Decedent Holder shall be obligated to sell such Shares to the Company, at the purchase price per Share and on the terms and conditions set forth in Section 4.3. Such option may be exercised by the Company giving Notice to the Decedent Holder of its election to so repurchase a Decedent Holder's Shares. A Decedent Holder shall remain a Stockholder to the extent of any of the remaining Shares (after the repurchase of Shares contemplated by this Section 4.1(a)) subject to the terms of this Agreement. (b) The Company at its option may maintain, or cause its Subsidiaries to maintain, insurance on the life of the Principals in such amounts as the Company deems reasonable and upon such terms and conditions as the Company, in its sole discretion, shall deem to be appropriate and reasonable in light of the circumstances. The Company shall be the sole beneficiary of all such policies.
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Death of a Principal. Credential must be notified in writing immediately upon the death of one of the principals and, upon receiving that notification Credential may:  require a copy of a death certificate and notarized copies of the appropriate estate papers;  require a portion of the investments to be retained in the Account; or  follow any other course of action Credential deems prudent. The deceased principal's estate and each of the remaining parties to the Account will continue to be responsible to Credential, jointly and severally, for any debit balance or loss that:  may be incurred in settling a transaction initiated prior to death;  is incurred in the distribution or liquidation of the Account; or  occurs in adjusting for the interests of the remaining principals. Each of you declares that your interests in the Joint Account are as joint tenants with full rights of survivorship and not as tenants-in-common. Credential shall be protected from all liability in obeying the instructions of your survivor respecting the disposition of securities or other property in your Joint Account. If you are a resident of Quebec, your interests in the Joint Account are as tenants-in-common.
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Death of a Principal. You must be notified in writing immediately upon the death of one of the principals and, upon receiving that notification you may: ▪ require a copy of a death certificate and notarized copies of the appropriate estate papers; ▪ require a portion of the investments be retained in the Account; ▪ follow any other course of action you deem prudent. The deceased principal’s estate and each of the remaining parties to the Account will continue to be responsible to you, jointly and severally, for any debit balance or loss that: ▪ may be incurred in settling a transaction initiated prior to death; ▪ is incurred in the distribution or liquidation of the Account; ▪ occurs in adjusting for the interests of the remaining principals. Each of us declare that our interests in the joint account are as joint tenants with full right of survivorship and not as tenants-in-common. You shall be protected from all liability in obeying the instructions of the survivor of us respecting the disposition of securities or other property in our Account.
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Death of a Principal. (a) Upon the death of the last surviving Principal of RFP, or the death of the last surviving Principal of Company B, as the case may be (such Owner being referred to as the "Selling Owner"), the other Owner (the "Purchasing Owner") shall have the right, but not the obligation (the "Purchase Option"), to purchase all, but not less than all, of the undivided interest of the Selling Owner in the Property. If the Purchasing Owner wishes to exercise the Purchase Option, it shall do so by delivering notice in writing to that effect to the Selling Owner's Principal's rightful attorney, executor or trustee within sixty (60) days following the date of death of the Principal of the Selling Owner (the "Purchase Notice"). The purchase and sale of the interest of the Selling Owner shall be upon the terms set out in this Section 6. (b) The purchase price for the interest of the Selling Owner shall be equal to the fair market value of the Property less all debt obligations in respect thereof (the "Purchase Price"). (c) If the Selling Owner and the Purchasing Owner do not agree upon the Purchase Price within thirty (30) days following the date that the Purchase Notice is delivered (the "Purchase Price Determination Date"), then the Purchase Price will be determined by arbitration pursuant to clause (d). (d) Each Owner shall designate an arbitrator within ten (10) days following the Purchase Price Determination Date and within a further period of ten (10) days thereafter the two arbitrators so appointed shall meet and designate a third arbitrator. If any arbitrator is not so designated, either party may on notice to the other, apply to the Court of Queen’s Bench (the “Court”) and the Court shall appoint such arbitrator(s). Each arbitrator shall be a certified appraiser licensed to practice in Manitoba with a minimum of three (3) years' experience in valuing real estate similar to the Property. (e) The parties agree that upon the Purchase Price being agreed to or determined by arbitration, whichever the case may be (the “Valuation Date”), closing shall take place on the first Business Day falling at least thirty (30) days after the Valuation Date (the "Closing Date"). (f) The Purchasing Owner shall be entitled to pay the Purchase Price by way of a promissory note payable to the Selling Owner no later than five (5) years from the Closing Date payable by monthly installments comprised of a fixed principal payment (based upon a five (5) year amortization) and a variable inter...
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Death of a Principal. Upon the death of a Principal, the deceased’s executor, administrator, or other personal representative shall transfer the deceased’s interest to a third party approved by Franchisor within twelve (12) months after the death. If no personal representative is designated or appointed or no probate proceedings are instituted with respect to the deceased’s estate, then the distributee of such interest must be approved by Franchisor. If the distributee is not approved by Franchisor, then the distributee shall transfer the deceased’s interest to a third party approved by Franchisor within twelve (12) months after the deceased’s death.
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Related to Death of a Principal

  • Benefits – Prepayment or Repayment of Premiums During Unpaid Portion of Leave 11.4.1 Teachers may prepay or repay benefit premiums payable during the duration of parental leave. 11.4.2 Subject to the terms and conditions of the benefits insurance carrier policies, teachers on parental leave may make arrangements through the School Division to prepay one hundred (100) per cent of the benefit premiums for applicable benefits provided for in the existing collective agreement, for a period of up to eighteen (18) months. 11.4.3 Notwithstanding clause 11.3, subject to the terms and conditions of the benefits insurance carrier policies, upon request by the teacher, the School Division will continue paying the School Division portion of the benefit costs for a teacher on parental leave, for the remainder of the parental leave, up to eighteen (18) months, provided the teacher repays the School Division portion of the benefit premiums. 11.4.4 A teacher who commits to clause 11.4.3 is responsible to repay the amount of the School Division paid benefit premiums, and shall reimburse the School Division upon return from the leave, in a mutually agreeable, reasonable manner over the period of no more than eighteen (18) months following the teacher’s return to duty. 11.4.5 If a teacher fails to return to their teaching duties, the teacher shall be responsible to forthwith repay the School Division paid benefit premiums, and shall reimburse the School Division upon receipt of an invoice. 11.4.6 If a teacher has not fully repaid the cost of benefit premiums previously paid by the School Division under clause 11.4.3 the teacher is not eligible to reapply for additional consideration under clause 11.4.3.

  • Subordinate Certificate Loss Coverage; Limited Guaranty Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a).

  • Repayment of Interest and Principal Except as otherwise provided herein, the Company will repay the outstanding principal amount of this Note within fourteen (14) Business Days of the Offering Funding Date (the “Maturity Date”). This Note does not bear interest. At the option of the Lender, funds available for repayment of the loan may be held in a Company account, interest free, after the Maturity Date. Such funds shall not be used or otherwise pledged until such time as the Company and Lender have entered into another note.

  • Payment of Principal, Premium, if any, and Interest The Company covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay the principal of and any premium and interest (including any Additional Interest) on the Securities in accordance with the terms of the Securities and this Indenture.

  • Interest and Principal (a) On each Payment Date, Borrower shall pay to Lender (to be applied to each Note on a pro rata, pari passu basis) interest on the Principal Indebtedness for the applicable Interest Accrual Period at a rate per annum equal to (i) at any time the Loan is a LIBOR Loan, the sum of LIBOR, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Spread and (ii) at any time the Loan is a Prime Rate Loan, the sum of the Prime Rate, determined as of the Interest Determination Date immediately preceding such Interest Accrual Period, plus the applicable Prime Rate Spread (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default). As of the Closing Date, the Loan is a LIBOR Loan, and except as provided in Section 1.2(e), the Loan shall at all times be a LIBOR Loan. Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date) and the next payment of interest shall be due and payable on the next subsequent Payment Date. (b) No prepayments of the Loan shall be permitted except for (i) prepayments made pursuant to Section 2.1, Section 2.3 and Section 5.4 and (ii) prepayments resulting from Casualty or Condemnation as described in Section 5.16. The entire outstanding Principal Indebtedness, together with all interest thereon through (x) prior to a Securitization, the Maturity Date and (y) after a Securitization, the end of the Interest Accrual Period in which the Maturity Date falls (calculated as if such Principal Indebtedness were outstanding for the entire Interest Accrual Period) and in each case all other amounts then due under the Loan Documents shall be due and payable by Borrower to Lender on the Maturity Date. (c) If all or any portion of the Principal Indebtedness is paid to Lender during the Spread Maintenance Period following acceleration of the Loan (except as a result of a Casualty or Condemnation), Borrower shall pay to Lender an amount equal to the applicable Spread Maintenance Premium. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of any Spread Maintenance Premium that is due and payable, with the result that any Spread Maintenance Premium that is due and payable shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Spread Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment during the Spread Maintenance Period will cause damage to Lender; (ii) the Spread Maintenance Premium is intended to compensate Lender for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment during the Spread Maintenance Period; and (iv) the Spread Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from the prepayment and is not a penalty. (d) Any payments of interest and/or principal not paid when due hereunder shall bear interest at the applicable Default Rate from and after the expiration of applicable notice and cure periods and, in the case of all payments due hereunder other than the repayment of the Principal Indebtedness on the Maturity Date if not paid when due, when paid shall be accompanied by a late fee in an amount equal to the lesser of 5% of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. (e) In the event that Lender shall determine in its reasonable discretion that by reason of circumstances affecting the interbank Eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR in accordance with the definition thereof, then the Loan shall be converted to a Prime Rate Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). If, pursuant to this Section, any portion of the Loan has been converted to a Prime Rate Loan and Lender thereafter determines in its reasonable discretion that the events or circumstances that resulted in such conversion are no longer applicable, the Loan shall be converted to a LIBOR Loan effective as of the commencement of the Interest Accrual Period following the date of such determination, and Lender shall give notice thereof to Borrower by telephone at least one day prior to the applicable Interest Determination Date (which notice shall thereafter be promptly confirmed by Lender in writing). Borrower shall pay to Lender, promptly following demand, any additional amounts necessary to compensate Lender for any reasonable out-of-pocket costs incurred by Lender in making any conversion in accordance with this Section. In the event any Note has been divided into multiple Notes or Note Components pursuant to Section 1.1(c), upon any conversion of the Loan pursuant to this Section the interest rate applicable to such Notes or Note Components shall be proportionately adjusted to reflect such conversion. Except as provided in this Section, the Loan shall at all times be a LIBOR Loan. In no event shall Borrower have the right to convert a LIBOR Loan to a Prime Rate Loan.

  • Payments of Interest and Principal (a) The Issuer will cause interest to be paid on each Interest Payment Date and principal to be paid on the Expected Maturity Date; provided, however, that it shall not be an Event of Default if principal is not paid in full on such Expected Maturity Date unless funds for such payment have been allocated in accordance with Section 3.01 of the Indenture Supplement; and provided, further, that if a Class B(2020-3) Adverse Event has occurred and is continuing, principal will instead be payable in monthly installments on each Principal Payment Date for the Class B(2020-3) Notes in accordance with Sections 3.01 and 3.05 of the Indenture Supplement. All payments of interest and principal on the Class B(2020-3) Notes shall be made as set forth in Section 1102 of the Indenture. (b) The right of the Class B(2020-3) Noteholders to receive payments from the Issuer will terminate on the Class B(2020-3) Termination Date. (c) All payments of principal, interest or other amounts to the Class B(2020-3) Noteholders will be made pro rata based on the Stated Principal Amount of their Class B(2020-3) Notes.

  • Payments of Principal If an Early Amortization Period has not begun, on the Expected Final Payment Date, or on each Payment Date for an Early Amortization Period, and if the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will withdraw an amount up to the aggregate Note Balance of Series 20 - from the Series 20 - Principal Funding Account for payment in the following order of priority: (i) to the Noteholders of [the][each Class of] Class A Notes, [pro rata based on the principal amount of each Class of Class A Notes,] until the Note Balance of [the][each Class of] Class A Notes is reduced to zero, (ii) to the Noteholders of Class B Notes, until the Note Balance of the Class B Notes is reduced to zero, (iii) to the Noteholders of the Class C Notes, until the Note Balance of the Class C Notes is reduced to zero and (iv) to the Noteholders of the Class D Notes, until the Note Balance of the Class D Notes is reduced to zero.

  • Repayment of Principal Except as otherwise provided herein, the Company will repay the outstanding principal amount of this Note within fourteen (14) Business Days of the Offering Funding Date (the “Maturity Date”). This Note does not bear interest. At the option of the Lender, funds available for repayment of the loan may be held in a Company account, interest free, after the Maturity Date. Such funds shall not be used or otherwise pledged until such time as the Company and Lender have entered into another note.

  • LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Type of Loan Amount of Maturity Date Notation Made Loan Principal By Repaid ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------ EXHIBIT B Form of Money Market Quote Request [Date] To: Xxxxxx Guaranty Trust Company of New York (the "Agent") From: U S WEST Capital Funding, Inc. Re: 364-Day Credit Agreement (the "Credit Agreement") dated as of May 8, 1998 among U S WEST Capital Funding, Inc., U S WEST, Inc., USW-C, Inc., the Banks listed on the signature pages thereof, the other agents named therein and the Agent We hereby give notice pursuant to Section 2.03 of the Credit Agreement that we request Money Market Quotes for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount1 Interest Period2 $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Terms used herein have the meanings assigned to them in the Credit Agreement. -------- 1Amount must be $25,000,000 or a larger multiple of $5,000,000. 2Not less than one month (LIBOR Auction) or not less than 7 days (Absolute Rate Auction), subject to the provisions of the definition of Interest Period. Terms used herein have the meanings assigned to them in the Credit Agreement. U S WEST CAPITAL FUNDING, INC. By________________________ Title: EXHIBIT C Form of Invitation for Money Market Quotes To: [Name of Bank] Re: Invitation for Money Market Quotes to U S WEST Capital Funding, Inc. (the "Borrower") Pursuant to Section 2.03 of the 364-Day Credit Agreement dated as of May 8, 1998 among U S WEST Capital Funding, Inc., U S WEST, Inc., USW-C, Inc., the Banks parties thereto, the other agents named therein and the undersigned, as Administrative Agent, we are pleased on behalf of the Borrower to invite you to submit Money Market Quotes to the Borrower for the following proposed Money Market Borrowing(s): Date of Borrowing: __________________ Principal Amount Interest Period $ Such Money Market Quotes should offer a Money Market [Margin] [Absolute Rate]. [The applicable base rate is the London Interbank Offered Rate.] Please respond to this invitation by no later than [10:30 A.M.] [9:15 A.M.] (New York City time) on [date]. XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent By______________________________ Authorized Officer EXHIBIT D Form of Money Market Quote To: Xxxxxx Guaranty Trust Company of New York, as Administrative Agent (the "Agent")

  • Application of Insufficient Payments If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

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