Excess Capital Sample Clauses

Excess Capital. If there is any Excess Capital: (a) On or prior to the fifth anniversary of the Closing Date (or the next Business Day if such day is not a Business Day), the Purchaser shall deliver to Seller an amount equal to the Excess Capital (the “Excess Capital Amount”); provided that in no event shall the Excess Capital Amount exceed $5,000,000,000. Purchaser shall have the right to deliver all or any portion of the Excess Capital Amount at any time and from time to time prior to the fifth anniversary of the Closing Date. The foregoing shall be an unsecured payment obligation of Purchaser that is not transferrable or assignable by Seller.
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Excess Capital. In the event that the Partnership determines that the capital of the Partnership is in excess of the amount required, such excess capital shall be distributed 60% to Nishikawa and 40% to Standard. The Partnership shall make such determination of excess capital only upon the mutual agreement of the Partners. Such excess capital shall be distributed within 30 days after the Partnership determines it has excess capital."
Sample 1
Excess Capital. SMHG agrees that cash and cash equivalents and marketable securities of PMT in excess of the minimum tangible capital requirement imposed on PMT (or New PMT, if after conversion) by the Department of Banking (“Excess Capital”) may be expended for acquisitions and expansion subject to the approval of the Management Committee of Newco GP. SMHG estimates such Excess Capital to be approximately $2.9 million as of March 31, 2003.
Sample 1
Excess Capital. The sum of (i) the Estimated Total Adjusted Book Value plus (ii) the amount Buyer Parent is required to pay or cause Buyer to pay pursuant to Section 2.3(c) shall not exceed the Estimated Required Adjusted Book Value by more than $600,000,000. In addition, the RRII Trust Shortfall Amount shall not exceed the sum of (A) $200,000,000 plus (B) the Company Asset Reduction Amount plus (C) the amount, if any, by which the purchase price for the Shares contemplated by Section 2.3(b) would, after giving effect to the CBVA Recapture and the other Pre-Sale Transactions, exceed $0 (without giving effect to the proviso set forth at the end of Section 2.3(b)).
Sample 1
Excess Capital. If there is any Excess Capital: (a) On or prior to the fifth anniversary of the Closing Date (or the next Business Day if such day is not a Business Day), the Purchaser shall deliver to Seller an amount equal to the Excess Capital (the “Excess Capital Amount”); provided that in no event shall the Excess Capital Amount exceed $5,000,000,000. Purchaser shall have the right to deliver all or any portion of the Excess Capital Amount at any time and from time to time prior to the fifth anniversary of the Closing Date. The foregoing shall be an unsecured payment obligation of Purchaser that is not transferrable or assignable by Seller. (b) Purchaser shall use its reasonable best efforts to deliver at least $1,000,000,000 of the Excess Capital Amount (or, if the Excess Capital Amount is less than $1,000,000,000, all of the Excess Capital Amount) at the time of the conversion of the Bank’s systems to the Purchaser’s systems (or within three months thereafter). (c) The payments contemplated by clauses (a) and (b) above shall be made to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the payment thereof. (d) Subject to the receipt by Seller of any Excess Capital Amount, Seller shall deliver to Purchaser a receipt confirming that Seller has received such amount.
Sample 1
Excess Capital. If, as a result of the merger, amalgamation or other combination of the business and operations of any of Borrower’s Subsidiaries and any entity acquired, directly or indirectly, by Borrower pursuant to the Stock Purchase Agreement, the surviving Subsidiary in such transaction has available capital in excess of the applicable Minimum Regulatory Capital (“Excess Capital”), then Borrower shall prepay, in accordance with Section 2.6(c), a principal amount of the Term Loan in an amount equal to 50% of such Excess Capital. Such prepayment shall be made within ten (10) Business Days after receipt of any Governmental Approval required for the release of the Excess Capital by the applicable Subsidiary; provided that, notwithstanding the foregoing, no prepayment shall be required to be made pursuant to this Section 2.6(b) prior to the Final Settlement Reference Date. For purposes of this Agreement, “Minimum Regulatory Capital” means, with respect to any Subsidiary, the sum of (i) the minimum capital required to be maintained by such Subsidiary by any Governmental Authority with regulatory oversight over such Subsidiary, plus (ii) any additional capital necessary in order to satisfy any “early warning” or similar threshold imposed by such Governmental Authority, plus (iii) such additional capital as reasonably deemed necessary by Borrower to provide a commercially reasonable cushion in excess of any applicable “early warning” or similar threshold, in an amount consistent with Borrower’s past practice.
Sample 1
Excess Capital. If the Post Closing Excess Capital exceeds zero, then Buyer shall pay to Seller (a) on the first anniversary of the Closing Date an amount in cash equal to 50% of the Post Closing Excess Capital and (b) on each of the second and third anniversaries of the Closing Date an amount in cash equal to 25% of the Post Closing Excess Capital, plus, in each case, interest on such amount at LIBOR for the period from and including the Closing Date to but not including the date of such payment; provided that Buyer shall pay to Seller promptly upon a sale, transfer or other disposition of all or substantially all of the equity or assets of the Company, directly or indirectly, in a single or series of transactions, the amount equal to the Post Closing Excess Capital then remaining unpaid plus interest thereon calculated as specified above. The obligations of Buyer under this Section 2.11 shall cease upon the repayment by Buyer to Seller, at the Closing or following the Closing as contemplated by this Section 2.11, of an aggregate amount equal to the Post Closing Excess Capital, plus interest thereon as contemplated by this Section 2.11.
Sample 1

Related to Excess Capital

  • Excess Cash Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent into which Borrower shall deposit all Excess Cash on each Payment Date during the continuation of a Cash Sweep Period (the “Excess Cash Reserve Account”). Amounts so deposited shall hereinafter be referred to as the “

  • Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

  • Net Capital You represent that you, and we represent that we, are in compliance with the capital requirements of Rule 15c-3-1 promulgated by the Commission under the Securities and Exchange Act of 1934, and we may, in accordance with and pursuant to such Rule 15c-3-1, agree to purchase the amount of Units to be purchased by you and us, respectively, under the Agreement.

  • Consolidated Excess Cash Flow Subject to Section 2.14(g), if there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

  • NET INVESTMENT FACTOR The Net Investment Factor for any Subaccount as of the end of any Valuation Period is determined by dividing (1) by (2) and subtracting (3) from the result, where:

  • Maximum Capital Expenditures The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.

  • Minimum Investment Prior to the Rent Commencement Date, Tenant, at Tenant’s sole cost and expense, shall refurbish, redecorate and modernize the interiors and exteriors of the Premises, and otherwise complete the initial improvements necessary and appropriate to commence operations in the Premises (the “Initial Improvements”), at a minimum cost of the Minimum Investment Amount or less than said amount provided Tenant complies with the Concessions Design Guidelines and receives Design Review Committee approval. As-Built drawings of fire sprinkler and fire alarm systems must be submitted to Building Inspection and Code Enforcement (“XXXX”) in AUTOCAD “.DWG” format within 30 days of issuance of a Temporary Certificate of Occupancy (TCO). Within ninety (90) days after substantial completion of the Initial Improvements, Tenant must provide to City an AUTOCAD file and an electronic PDF file in accordance with the requirements as specified in the Tenant Improvement Guide and an affidavit, signed under penalty of perjury by both Tenant and Tenant’s general contractor, architect or construction manager, stating the hard construction costs paid by Tenant to complete the Initial Improvements, together with copies of paid invoices and lien waivers substantiating the costs stated in the affidavit. Such “hard construction costs,” which must equal or exceed the Minimum Investment Amount, may include architectural and engineering fees, provided the credit for such costs against the Minimum Investment Amount shall not exceed fifteen percent (15%) of the Minimum Investment Amount. The minimum investment may not include financial costs, interest, inventory, pre-opening expenses, inter-company charges related to construction, business interruption, overhead, or debt service on any construction loan, or any charges paid by Tenant to an affiliate. If Director disputes the amount of investment claimed by Tenant, Director may, at City’s expense, hire an independent appraiser to determine the cost of the investment. If the independent appraiser determines that the investment is less than the Minimum Investment Amount, the deficiency, as well as City’s costs of hiring such independent appraiser, will be paid to City by Tenant within sixty (60) days of City’s written notice of the appraiser’s determination. At any time, upon three (3) business days’ notice, City or its representatives may audit all of Tenant’s books, records and source documents related to the hard construction costs paid by Tenant to complete the Initial Improvements. If the audit reveals that the hard construction costs paid by Tenant were less than those stated in Tenant’s affidavit, then Tenant must pay City for the costs incurred by City in connection with the audit plus any additional deficiency discovered between the hard construction costs paid by Tenant and the Minimum Investment Amount. City, at City’s sole discretion, may require that Tenant comply with the terms of a Tenant Work Letter setting forth additional terms relating to Tenant’s construction of the Initial Improvements, and Tenant hereby agrees to comply with any such Tenant Work Letter.

  • Original Class A Percentage Section 11.05 Original Principal Balances of the Classes of Class A Certificates.....................................................

  • Excess Finance Charge Collections Series 2018-2 shall be an Excess Allocation Series. Subject to Section 4.05 of the Agreement, Excess Finance Charge Collections with respect to the Excess Allocation Series for any Distribution Date will be allocated to Series 2018-2 in an amount equal to the product of (x) the aggregate amount of Excess Finance Charge Collections with respect to all the Excess Allocation Series for such Distribution Date and (y) a fraction, the numerator of which is the Finance Charge Shortfall for Series 2018-2 for such Distribution Date and the denominator of which is the aggregate amount of Finance Charge Shortfalls for all the Excess Allocation Series for such Distribution Date. The “Finance Charge Shortfall” for Series 2018-2 for any Distribution Date will be equal to the excess, if any, of (a) the full amount required to be paid, without duplication, pursuant to subsections 4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a) through (j) on such Distribution Date and the full amount required to be paid, without duplication, pursuant to subsections 3.02(a)(iii) and 3.02(a)(iv) of the Transfer Agreement on the related Payment Date (as such term is defined in the Transfer Agreement) over (b) the sum of (i) the Reallocated Investor Finance Charge Collections, (ii) if such Monthly Period relates to a Distribution Date with respect to the Controlled Accumulation Period or Early Amortization Period, the amount of Principal Funding Account Investment Proceeds, if any, with respect to such Distribution Date and (iii) the amount of funds, if any, to be withdrawn from the Reserve Account which, pursuant to subsection 4.12(d), are required to be included in Class A Available Funds with respect to such Distribution Date. The amount of Excess Finance Charge Collections for Series 2018-2 for any Distribution Date shall be specified in subsection 3.02(a)(v) of the Transfer Agreement. On each Distribution Date, the Trustee shall deposit into the Collection Account for application in accordance with Section 4.05 of the Agreement the aggregate amount of Excess Finance Charge Collections received by the Trustee pursuant to the Transfer Agreement on such date.

  • Initial Capital The initial capital of the Company shall be the sum of cash contributed to the Company by the Member (the “Capital Contribution”) in the amount set out opposite the name of the Member on Schedule A hereto, as amended from time to time and incorporated herein by this reference.