Funding Working Capital Reserve Sample Clauses

Funding Working Capital Reserve. On the Closing Date, the Initial Member and the Private Owner will fund the Working Capital Reserve in an initial principal amount of the WCR Account Deposit as follows: the Initial Member will deposit cash in the amount of the Initial Member WCR Account Deposit, and the Private Owner will deposit cash in the amount of the Private Owner WCR Account Deposit, which deposits will be made in accordance with the applicable provisions of the Private Owner Interest Sale Agreement. On each Distribution Date following the Closing Date, the Company will, subject to the terms hereof and of the Custodial and Paying Agency Agreement, fund (or replenish, as applicable) the Working Capital Reserve to the extent of available Asset Proceeds (pursuant to the Priority of Payments and based on the then applicable Working Capital Reserve Target) so as to maintain appropriate Working Capital Reserve levels in accordance herewith. The Manager, in the exercise of its reasonable discretion and in accordance with the Servicing Standard and requirements in the Transaction Documents (including as to any then applicable Working Capital Reserve Floor), will determine the Working Capital Reserve Target from time to time (taking into account projected Working Capital Expenses, including reasonably required reserves for applicable contingent liabilities as to which applicable reserves should be maintained). From time to time, the Manager may, and must if required in accordance with the Servicing Standard (including for purposes of maintaining applicable reserves in compliance with Delaware law), submit to the Initial Member a written request for a change (either as a temporary or permanent increase or reduction) to the amount of the Working Capital Reserve Floor so as to permit the Company to maintain appropriate levels for the Working Capital Reserve, taking into account the projected (or otherwise reasonably anticipated) Working Capital Expenses (including contingent liabilities as to which, in accordance with the Servicing Standard (including Delaware law), applicable reserves should be maintained). In connection with any such requested change to the Working Capital Reserve Floor, the Initial Member will have the right to receive (and the Manager must promptly comply with any reasonable request for) any additional relevant information as it may deem necessary or advisable for evaluating such request and related Working Capital Reserve levels (and compliance thereof with the requirement...
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Funding Working Capital Reserve. On the Closing Date, the Initial Member and the Private Owner shall fund the Working Capital Reserve in an initial principal amount of $24,000,000 as follows: the Initial Member shall deposit cash in the amount of $14,400,000 (an amount equal to 60% of the initial principal amount of the Working Capital Reserve Account) into the Working Capital Reserve Account, and the Manager shall deposit cash in the amount of $9,600,000 (an amount equal to 40% of the initial principal amount of the Working Capital Reserve Account) into the Working Capital Reserve Account. The Company may fund the Working Capital Reserve Account with Loan Proceeds in accordance with the terms of the Custodial and Paying Agency Agreement and must maintain certain deposit amounts to comply with the Working Capital Reserve Replenishment Cap and Working Capital Reserve Ceiling established under the Custodial and Paying Agency Agreement
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Funding Working Capital Reserve. On the Closing Date, the Initial Member and the Private Owner shall fund the Working Capital Reserve in an initial principal amount of the WCR Account Deposit as follows: the Initial Member shall deposit cash in the amount of the Initial Member WCR Account Deposit, and the Private Owner shall deposit cash in the amount of the Private Owner WCR Account Deposit, which deposits shall be made in accordance with the applicable provisions of the Transferred LLC Interest Sale Agreement. The Company may fund the Working Capital Reserve Account with Asset Proceeds in accordance with the terms of the Custodial and Paying Agency Agreement and must maintain certain deposit amounts to comply with the Working Capital Reserve Floor, the Working Capital Reserve Target and Working Capital Reserve Replenishment Cap established under the Custodial and Paying Agency Agreement.
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Funding Working Capital Reserve. On the Closing Date, the Initial Member and the Private Owner make the WCR Account Deposit in an amount equal to the Initial Member WCR Account Deposit and the Private Owner WCR Account Deposit, respectively. The Company may fund the Working Capital Reserve Account with Loan Proceeds in accordance with the terms of the Custodial and Paying Agency Agreement and must maintain certain deposit amounts to comply with the Working Capital Reserve Replenishment Cap and Working Capital Reserve Floor established under the Custodial and Paying Agency Agreement.
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Funding Working Capital Reserve. (a) Lessee hereby permits BCC and the Management Firm to request Fundings (as defined in the Promissory Note) from the Lender in accordance with the terms of the Promissory Note to fund operating deficits with respect to the Facility.
Sample 1
Funding Working Capital Reserve. Each Member hereby agrees to contribute as capital to the Lessee such amounts as are required from time to time by BCC to fund Shortfalls; provided, however, the contribution of the Members in the aggregate shall not exceed $750,000; and provided, further, such capital contribution shall be made in the form of a standby letter of credit naming Lessor as the beneficiary thereunder (the "LETTER OF CREDIT"), which Letter of Credit must be in form and substance satisfactory to BCC (the issuance and delivery of such Letter of Credit by the Members being a "FUNDING", and the aggregate of all Fundings made is collectively referred to as the "WORKING CAPITAL RESERVE"). Each Member and the Lessee acknowledge and agree that (i) the Letter of Credit constitutes the capital contribution of each Member to the Lessee, (ii) the Letter of Credit is not in any way evidence of a loan from either Member to the Lessee and (iii) Lessor may draw on the Letter of Credit to fund Shortfalls with respect to the Facility or as otherwise provided in the Lease Documents.
Sample 1
Funding Working Capital Reserve. (a) Each Member (jointly and severally if more than one) hereby agrees to contribute as capital to the Lessee such amounts as are required from time to time by BCC to fund Shortfalls; provided, however, the contribution of the Members in the aggregate shall not exceed $400,000; and provided, further, such capital contribution shall be made as follows:
Sample 1
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Related to Funding Working Capital Reserve

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

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