Holdback Reserve Sample Clauses

Holdback Reserve. Publisher shall reserve an amount equal to twenty percent (20%) of Author Royalties earned during the previous eight (8) months for books which may be returned to Publisher.
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Holdback Reserve. Borrowers hereby represent and warrant that certain punchlist completion items, not exceeding $500,000 in costs, remain to be completed and/or paid for in connection with the completion of construction of Phase II of the Clayton Place Property (the "Remaining Work"), and while a temporary xxxxxxxcate(s) of occupancy for Phase II is in effect, the permanent certificate of occupancy has not yet been issued, but will be as certain immaterial conditions of the issuing authority to the issuance of the permanent certificate(s) of occupancy have been satisfied. Borrowers shall within 60 days hereafter obtain and provide to Lender the permanent certificate(s) of occupancy for Phase II of the Clayton Place Property. Borrowers shall in the ordinary course promptxx xxx diligently complete and pay for, on a lien free basis, the Remaining Work, and as such Remaining Work is completed and paid for provide to Lender lien waivers and other evidence of payment and completion reasonably satisfactory to Lender. In no event shall any funds in the Replacement Reserve or Completion/Repair Reserve be available for payments for Remaining Work, as determined by Lender, notwithstanding anything contrary or inconsistent provision set forth herein. At Closing, Borrowers shall reserve from the proceeds of the Loan and shall deposit with Lender (or such agent of Lender as Lender may designate in writing from time to time), an amount equal to $3,000,000 (said funds, together with any interest thereon and additions thereto, the "Holdback Reserve") for deposit into the Holdback Reserve Sub-Account, relating to certain leasing and performance requirements with respect to the Clayton Place Properties. Provided that the Remaining Work has been fxxxx xxmpleted and paid for and the provisions and requirements above relating to the Remaining Work have been satisfied and the permanent certificate(s) of occupancy for Phase II of the Clayton Place Property have been issued and provided to Lender, and sx xxxx as no Event of Default or Cash Trap Condition exists and is continuing, if at any time after the date hereof but prior to November 30, 2006 (the "Holdback Reserve Release Deadline"), Borrowers provide Lender with written documentation and certifications in a form reasonably acceptable to Lender that (i) there are firm, valid Leases in place at the Clayton Place Property in the aggregate amount of at least 80% of the xxxxx number of Bedroom Units at the Clayton Place Property (excluding any Bed...
Sample 1
Holdback Reserve. Comply at all times with the terms and conditions of the Holdback Reserve Agreement.
Sample 1
Holdback Reserve. (a) Borrower hereby agrees to perform, or cause to be performed, tenant improvements, tenant’s work and similar items required under the Ulta Lease and the Oshkosh Lease in accordance with the applicable Lease (collectively, the “Holdback Work”).
Sample 1
Holdback Reserve. The portion of the Commitment consisting of the Holdback Reserve will not be made available to the Borrower prior to the Gap Amount being reduced to $0. So long as (x) the Gap Amount has been reduced to and is no greater than $0 and (y) no Event of Default has occurred and is continuing (and subject to the terms of this Section 2.7 and to the other terms and conditions of this Agreement relating to the making of Advances), the Lender will reduce the Holdback Reserve (and make Advances from the corresponding increase to the Available Commitment resulting from such reduction) in increments equal to the Collateral Value of Acceptable Distribution Agreements finalized and delivered to the Lender after the date that the Gap Amount was first reduced to $0; provided, however, that the following amounts shall be exclusively reserved from the proceeds of any such Advance and shall be exclusively available to the Lender to hold as a cash reserve (which shall only be available to pay such amounts), as calculated by the Lender in its reasonable discretion: (i) the Holdback Fee applicable to such Advance; (ii) estimated interest applicable to such Advance (calculated through the Maturity Date); and (iii) estimated Attorney Costs and other expenses expected to be incurred by the Lender in connection with such Advance or the corresponding reduction of the Holdback Reserve; and provided, further, that, unless and until a Qualified IPO occurs by April 30, 2010, the first $225,000 that becomes available for release from the Holdback Reserve shall be added to the Interest and Fee Reserve and such amount shall be reserved exclusively by the Lender to fund unbudgeted costs needed to effect Delivery (as determined by the Lender in its discretion). Any reduction of the Holdback Reserve pursuant to the foregoing shall be in an amount of not less than $250,000 each (except for the last such reduction). The Lender shall have no obligation to reduce any portion of the Holdback Reserve after the Borrower Delivery Date.
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Holdback Reserve 
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Related to Holdback Reserve

  • Holdback (a) From and after Closing, the Deposit shall remain in the Deposit Escrow Account to support Seller’s performance of its obligations pursuant to Section 2.7 (other than any such obligations with respect to any adjustment to the Purchase Price pursuant to Section 2.3(a)(ii)(A), which shall be addressed only using amounts in the Defect Escrow Account as expressly provided in Article 3 and Article 4) and Section 10.2(a) until fully distributed as provided in this Section 10.9. On the first Business Day after the expiration of the Holdback Period, subject to the remainder of this Section 10.9, Buyer and Seller shall jointly instruct the Escrow Agent to release to Seller any amount then-remaining in the Deposit Escrow Account except for an amount equal to the aggregate amount of all outstanding claims for indemnification by Buyer pursuant to Section 10.2 for which Buyer has, in good faith, provided notice to Seller prior to the expiration of the Holdback Period and that have not been previously satisfied in full, which amounts shall remain part of the Deposit Escrow Account until final resolution of such outstanding indemnity claims (the “Disputed Claims”). Upon final resolution or determination of all Disputed Claims by the Parties, as applicable, Buyer and Seller shall deliver to the Escrow Agent joint written instructions to disburse to Buyer from the Deposit Escrow Account an amount equal to the amount so finally determined to be owed to Buyer (if any), and all other amounts remaining in the Deposit Escrow Account in respect of such Disputed Claim shall be disbursed to Seller. If Buyer and Seller fail to deliver a joint written instruction to the Escrow Agent in accordance with the foregoing sentence within three (3) Business Days following the final resolution or determination of the applicable Disputed Claim, then the Escrow Agent shall, upon delivery by Buyer or Seller to the Escrow Agent of a written final, non-appealable court order from a court of competent jurisdiction relating to such Disputed Claim, disburse an amount from the Deposit Escrow Account in respect of such Disputed Claim as provided in the immediately preceding sentence.

  • Escrow Fund In addition to the initial deposits with respect to Taxes and Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the first day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Provided there are sufficient amounts in the Escrow Fund and no Event of Default exists, Lender shall be obligated to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Escrow Fund to the payments of such Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand, an amount which Lender shall reasonably estimate as sufficient to make up the deficiency. The Escrow Fund shall not constitute a trust fund and may be commingled with other monies held by Lender. Unless otherwise required by Applicable Laws (defined in Section 3.11), no earnings or interest on the Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART or an Acceptable Replacement Tenant is not in default under the terms of the PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice and cure periods set forth therein, and (iii) PETsMART or an Acceptable Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4 hereof and Insurance Premiums in accordance with the terms of the last sentence of Section 3.3(b) hereof, directly pursuant to the terms hereof, and such Taxes are current, then Borrower shall not be required to make monthly payments into the Escrow Fund.

  • Escrow Deposit Concurrently with the execution and delivery of this Agreement, the Holder will deliver [the sum of ____________________ Dollars ($_____________) in lawful money of the United States of America by wire transfer of immediately available funds] [and] [[ ] Class A Trust Certificates] [and] [[ ] Class B Trust Certificates] in accordance with Section 14 of the Series Supplement] (the "Escrow Deposit"), to Escrow Agent to be held by Escrow Agent in escrow on the terms and conditions hereinafter provided. Escrow Agent hereby acknowledges receipt of the Escrow Deposit. Any cash amounts in the Escrow Deposit may be increased or decreased in accordance with the terms of Section 2.02(i)(vi) of the Warrant Agreement and the terms of this agreement will apply with equal force and effect to any such increased or decreased cash amounts in the Escrow Deposit.

  • Escrow Account 31.1.1 The Concessionaire shall, prior to the Appointed Date, open and establish an Escrow Account with a Bank (the “Escrow Bank”) in accordance with this Agreement read with the Escrow Agreement.

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