Holdback Account. (a) On the Closing Date, Purchaser shall deposit the Holdback Amount in an interest bearing segregated account with the Escrow Agent (the "Holdback Account"). The Holdback Account shall require the signatures of both Seller and Purchaser for any transfers or withdrawals from the account.
(b) As Purchaser identifies Excluded Contracts and Interest Rebate Contracts which are still entitled to rebates on or after the Closing Date, Purchaser shall provide Seller with (i) a written report (the "Excluded Contract Report") of the Purchased Contracts that Purchaser believes fall within the definition "Excluded Contract" and a calculation of the Purchase Price Adjustment for all such Purchased Contracts up to the date of the applicable report and (ii) a list of the Interest Rebate Contracts which are still entitled to rebates. The Excluded Contract Report will also state the reason each such Purchased Contract has, in Purchaser's opinion, become an Excluded Contract. Within five (5) Business Days from the time a Purchased Contract is first included in the Excluded Contract Report and such report is received by the Seller, Seller shall (a) notify Purchaser that it accepts the Purchased Contract as an Excluded Contract; (b) notify Purchaser that it will attempt to mitigate or cure the asserted reason for excludability (the "Mitigation Notice"); or (c) notify Purchaser that it disputes Purchaser's determination that a Purchased Contract is an Excluded Contract pursuant to Section 2.3(d) (the "Dispute Notice"). If Seller does not provide the notice required by clause (b) or (c) within five (5) Business Days from receipt of the applicable Excluded Contract Report, the Purchased Contract for which no such notice is given shall be deemed an Excluded Contract. Seller shall have thirty (30) days from receipt of each Excluded Contract Report to mitigate or cure the asserted reason for excludability of any Purchased Contract identified in the Mitigation Notice (the "Cure Period"), provided that Seller has delivered the Mitigation Notice in a timely manner. Any such Purchased Contract for which the asserted reason for excludability is not mitigated or cured within the Cure Period shall be deemed an Excluded Contract. To the extent there is a cost for such cure or mitigation, Seller may use funds in the Holdback Account for such purpose, provided however, in no case shall (x) an amount equal to more than the Purchase Price Factor multiplied by the Cut-Off Date Balance be used t...
Holdback Account. On or prior to the Closing Date, the Borrower shall establish at Account Bank, an account which shall constitute the Holdback Account: account number #2000061913655. Account Bank shall have entered into a control agreement in the form of Exhibit Z hereto with respect to the Holdback Account which grants the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in such accounts and all funds and proceeds therein. The Borrower shall take such further actions and execute such further documents in connection therewith as the Administrative Agent may request in order to perfect or maintain the perfection or first priority of the Lien of the Secured Parties in the Holdback Account. A portion of the Loan shall be deposited into the Holdback Account in an amount equal to $15,529,957.15 on the Closing Date and such deposit shall be maintained in the Holdback Account pursuant to the terms of this Agreement.
Holdback Account. The Purchaser shall establish a holdback account on its books (the “Holdback Account”) and shall hold back at Closing (and record in such Holdback Account), the Holdback Amount, which shall be treated in accordance with Section 7.9.
Holdback Account. The Company agrees to a holdback account of three thousand dollars ($3000.00) to be deducted at the rate of five hundred dollars ($500.00) per statement due to the Operator. This fund will be used as follows:
Holdback Account. In order to secure the Purchaser's rights pursuant to Section 6.1, the funds deposited in the Holdback Account shall be available to satisfy any obligations of the Seller pursuant to such Section, until a date twelve (12) months after the date of Closing (the "Holdback Termination Date"); provided, however, that the Purchaser shall release one- fourth (1/4) of the total Holdback Amount every quarter (such date, a "Release Date") less, on any given Release Date, the amount of any indemnity claims that are outstanding on such Release Date and which have not previously been applied to delay the release of or as an offset against an amount scheduled to be released on a prior Release Date. On the Holdback Termination Date, Purchaser shall release all funds remaining in the Holdback Account to Seller, less the amount of any finally adjudicated claim or any pending claim for indemnification made by Purchaser pursuant and subject to Section 6.1. The procedures for the release of funds from the Holdback Account in satisfaction of indemnification claims made by Purchaser and from the Goodnet Retention Account in satisfaction of claims made by Purchaser in respect of Goodnet, are set forth in Section 6.1(f).
Holdback Account. If (i) by March 23, 2008, the Issuer has not delivered to the Trustee a copy of the U.K. Tax Confirmation or (ii) prior to March 23, 2008, the Parent furnishes an Officer’s Certificate to the Trustee evidencing that the HMRC has declined to furnish the U.K. Tax Confirmation, then the Trustee shall transfer the funds in the Holdback Account to the Collection Account on the immediately succeeding Payment Date for inclusion in the Available Collections Amount for distribution to the Noteholders to pay interest on and principal of the Class A Notes (without premium or penalty). In no event shall any such payment of principal of the Class A Notes be made until all interest due on the Class A Notes (including any accrued and unpaid interest) is paid in full. If prior to the transfer of funds from the Holdback Account in accordance with the first sentence of this Section 3.12 (a) the Issuer delivers to the Trustee a copy of the U.K. Tax Confirmation and (b) the Issuer delivers to the Trustee an Officer’s Certificate to the effect that no Default or Event of Default has occurred and is continuing as of such date, then within two Business Days of the delivery of such copy of the U.K. Tax Confirmation and Officer’s Certificate the Trustee shall release all of the funds then in the Holdback Account to the Parent.
Holdback Account. Pursuant to the Cash Management Agreement, the Borrowers shall jointly open and maintain at the Central Account Bank an interest bearing Eligible Account in the name of Lender, as secured party hereunder to serve as the "Holdback Account" (the "Holdback Account"). On the Closing Date, an amount equal to $15,000,000 (such amount, together with any and all interest accrued thereon, the "Holdback Amount") shall be deposited into the Holdback Account from the proceeds of the Loan. The Holdback Account shall at all times be an Eligible Account. Subject to the provisions of Section 7.4(B) below, the -57- Borrowers shall have no right of withdrawal from the Holdback Account, and the Holdback Account shall be under the sole dominion and control of Lender (which dominion and control may be exercised by Servicer).
Holdback Account. (a) As consideration for Lender not funding the entire Loan on the Closing Date, and in consideration of Lender agreeing to make the Holdback available pursuant to the terms and conditions of Section 2, on the Closing Date, Borrower shall deposit Two Hundred Twenty-Seven Thousand One Hundred and No/100 Dollars ($227,100.00) (the “Availability Consideration”) into an interest bearing account at Lender (the “Holdback Account”).
(b) If the Holdback is not disbursed by the end of the Disbursement Period, Lender shall retain the Availability Consideration as consideration for having committed to make the Holdback available to Borrower. If Lender advances the Holdback to Borrower, the Availability Consideration shall be returned to Borrower, concurrently with the disbursement of the Holdback.
Holdback Account. Holdback Account means an account established by the Owner pursuant to GC 5.1.2.
Holdback Account. 3 1.17 Pay Units ....................................................... 3 1.18
