Litigation Reserve Sample Clauses

Litigation Reserve. Without prejudice to its rights under Section 4.17(a), the Servicer, in its discretion, may establish a litigation reserve (the “Litigation Reserve”) from which to fund litigation costs and expenses (including attorneys’ fees) that constitute Servicing Advances with respect to the Mortgage Loans. If the Servicer elects to establish a Litigation Reserve it shall establish a Litigation Reserve Account at a Qualified Depository. The Litigation Reserve Account shall be held in trust for the benefit of the Owner and shall be established and maintained for the sole purpose of holding and distributing the Litigation Reserve funds. The Servicer may fund the Litigation Reserve with such portion of distributions on the Mortgage Loans (but such portion shall nonetheless be deemed to have been distributed to Owner) as it deems appropriate, in the exercise of its reasonable discretion, or otherwise request Owner to fund such Litigation Reserve, in which case Owner shall fund such Liquidity Reserve as so requested. At the termination of this Agreement, all remaining funds held in the Litigation Reserve shall be distributed to the Owner. Amounts on deposit in the Litigation Reserve Account shall be invested in Eligible Investments, shall not be used to pay costs or expenses other than litigation costs and expenses that constitute Servicing Advances, and shall be used to pay such litigation costs and expenses only in any month in which distributions on the Mortgage Loans received during that month are insufficient to provide sufficient cash to pay all Servicing Advances due and payable (without prepayment) during that month with respect to the Mortgage Loans. No funds from any other source (other than interest or earnings on the funds held in the Litigation Reserve Account) shall be commingled in the Litigation Reserve Account. Amounts on deposit in the Litigation Reserve Account (including interest and earnings thereon) shall be used and may be withdrawn and disbursed only in accordance with the provisions of this paragraph. The Servicer shall be authorized and directed to withdraw funds from the Litigation Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose.
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Litigation Reserve. Each of GE and GECS is familiar with the activities, assets, liabilities, employees, properties, businesses and operations, including any disposed of or ceased prior to the Closing, of KP & Co. and the Litigation set forth in the Litigation Letter and has carefully evaluated based on reasonably available information as of the date hereof (x) the Litigation set forth in the Litigation Letter and (y) any unasserted claims against KP & Co. of which GE or GECS has knowledge or reason to know. Based on such familiarity and evaluation, in the judgment of the management of GE and GECS, taking into account the number, variety and status of the actions, suits, investigations, arbitrations and other proceedings included in the Litigation set forth in the Litigation Letter and any such unasserted claims, many of which are at very preliminary stages, and recognizing the uncertainties of litigation generally, the $90,000,000 Pre-Tax Reserve is a reasonable estimate of the amount that is likely to be sufficient to resolve such Litigation and any such unasserted claims (including any related costs and expenses of the defense thereof).
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Litigation Reserve. Company has advised Parent that it will record a reserve during the quarter ended September 30, 1999 in the approximate amount of $5,800,000 in connection with loss contingencies associated with certain disputes and/or litigation. The Company also agrees to use its best commercially reasonable efforts to settle the claims currently identified on its open litigation summary on or before December 10, 1999.
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Litigation Reserve. The Borrower shall apply any remaining unused portion of the Litigation Reserve to the prepayment of the Term Loans on the date that all claims described in Schedules 4.7 and 4.12 have been settled or otherwise resolved.
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Litigation Reserve. Maintain the cash reserve set aside with regard to the Bonfiglio judgment until such judgment is overturned or disxxxxxx xy a court of competent jurisdiction (and all appeals have ended).
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Litigation Reserve. Pursuant to Section 7.12, Sellers are assuming all obligations with respect to the Pending Claims (as defined in Section 7.12). Sellers shall use their best efforts to obtain the dismissal with prejudice or settlement (at Sellers' cost and expense) of (a) the pending litigation captioned HINDMAN V. TDC AND ROY E. GREEXXXXX xending in thx Xxxxxxx Xxxxx of Cook County, Case No. 96 L 01300 ("Hindman Litigxxxxx"), xxx (b) xxx xxxims of Howard Hunter against the Compxxx (xxx "Xxxter Claim") within 270 days after the Closing Date. The Hunter Claim is referred to as the "Secured Claim". Sellers shall deliver executed settlement agreements or court-stamped dismissals with prejudice to Buyer promptly after the same are executed or entered. If Sellers have not delivered to Buyer a settlement agreement or court-stamped dismissal with prejudice for the Secured Claim within 270 days after the Closing Date, then $40,000 shall be retained in the General Escrow Deposit for the Secured Claim. At such time as the Secured Claim becomes resolved at Sellers' cost and expense and evidence thereof is provided to Buyer, the parties shall direct the Escrow Agent to pay to Buyer from the General Escrow Deposit an amount equal to the amount reserved for such Secured Claim pursuant to this Section 6.4. The obligation to release such reserve shall not apply to any Secured Claim which becomes a Third Party Claim pursuant to Section 7.12.
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Litigation Reserve. The parties shall have agreed upon the terms of an escrow to be established by the parties to hold $885,000 from the Merger Proceeds as a reserve against claims made in certain litigation and threatened litigation. The funds shall be escrowed in an account at Oak Hill Banks with an interest rate of 5 per cent per annum. The litigation and threatened litigation to be reserved against shall include only those claims by, and damage and expense awards in favor of, New Richmond National Bank, New Richmond, Ohio, arising from participation agreements executed prior to the Effective Date. Claims to be paid from the reserve shall include damage awards of every kind, such as, for example, actual and punitive damage awards, awards for the costs and legal expenses of a plaintiff and the costs and expenses of Ripley National or its successor in defending such litigation, includxxx xxl other related expenses of defending such litigation, such as, for example, expert witness fees. The escrow shall end on the date of the final adjudication of any such litigation, including the running of any periods for discretionary appeals.
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Related to Litigation Reserve

  • Interest Reserve Borrower acknowledges and agrees that the amount of Nine Hundred Forty-One Thousand Eight Hundred Thirteen and No/100 Dollars ($941,813.00), as specified in the Approved Budget, represents reserves for interest on the Loan (the "Interest Reserve"). So long as no Event of Default exists and no event exists which with the giving of notice or the passage of time or both would reasonably be expected to constitute an Event of Default, interest due and payable under the Note may be paid from the Interest Reserve. Borrower shall notify Lender in writing as to the amount to be disbursed from the Interest Reserve, subject to verification by Lender. Borrower hereby authorizes and directs Lender, and Lender shall have the right to, disburse and charge the Interest Reserve for interest due under the Loan on the seventeenth (17th) day of each month as interest payments become due and payable pursuant to the terms of the Loan Documents. Such disbursements shall be made by a bookkeeping entry on Lender's records and shall be reflected as additional Advances under the Loan, in amounts equal to the accrued interest due and payable on the seventeenth (17th) day of each month. Such bookkeeping entry shall be deemed to be as if Borrower had delivered a check to Lender for the amount in question. Unless otherwise directed by Lender in its sole discretion, the Interest Reserve shall be available only for disbursements of the periodic payments of accrued interest due to Lender on the Loan pursuant to the terms of this Agreement and the other Loan Documents. Any funds disbursed in the manner provided in this Section 2.17 shall have been deemed paid to and received by Borrower.

  • Insurance Reserves Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility.

  • Availability Reserves All Revolving Loans otherwise available to Borrower pursuant to the lending formulas and subject to the Maximum Credit and other applicable limits hereunder shall be subject to Lender's continuing right to establish and revise Availability Reserves.

  • Interest Reserve Account The Certificate Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except during a leap year) or February (commencing in 2018) (unless, in either such case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2018), the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.

  • Replacement Reserve (a) As additional security for the Debt, Mortgagor shall establish and maintain at all times while this Mortgage continues in effect a capital improvement reserve (the “Replacement Reserve”) with Mortgagee for payment of costs and expenses incurred by Mortgagor in connection with the performance of work which would normally be treated as a capital improvement under generally accepted accounting principles (collectively, the “Replacements”). Commencing on the first Payment Date under the Note and continuing on each Payment Date thereafter, Mortgagor shall pay to Mortgagee, in addition to the monthly payment due under the Note and until the Debt is fully paid and performed, a deposit to the Replacement Reserve in an amount equal to $1,163 per month. So long as no Default or Event of Default has occurred and is continuing, Mortgagee shall, to the extent funds are available for such purpose in the Replacement Reserve, disburse to Mortgagor the amount paid or incurred by Mortgagor in performing Replacements within ten (10) days following: (a) the receipt by Mortgagee of a written request from Mortgagor for disbursement from the Replacement Reserve and a certification by Mortgagor in a form approved in writing by Mortgagee that the applicable item of Replacement has been completed; (b) the delivery to Mortgagee of invoices, receipts or other evidence satisfactory to Mortgagee, verifying the cost of performing the Replacements; (c) for disbursement requests in excess of $25,000, the delivery to Mortgagee of affidavits, lien waivers or other evidence reasonably satisfactory to Mortgagee showing that all parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Mortgaged Property have been paid all amounts due for labor and materials furnished to the Mortgaged Property; (d) for disbursement requests in excess of $25,000, delivery to Mortgagee of a certification from an inspecting architect or other third party acceptable to Mortgagee describing the completed Replacements and verifying the completion of the Replacements and the value of the completed Replacements; and (e) for disbursement requests in excess of $50,000, delivery to Mortgagee of a new certificate of occupancy for the portion of the Improvements covered by such Replacements, if said new certificate of occupancy is required by law, or a certification by Mortgagor that no new certificate of occupancy is required. Mortgagee shall not be required to make advances from the Replacement Reserve more frequently than once in any sixty (60) day period. In making any payment from the Replacement Reserve, Mortgagee shall be entitled to rely on such request from Mortgagor without any inquiry into the accuracy, validity or contestability of any such amount. Mortgagee may, at Mortgagor’s expense, make or cause to be made during the term of this Mortgage an annual inspection of the Mortgaged Property to determine the need, as determined by Mortgagee in its reasonable judgment, for further Replacements of the Mortgaged Property; such inspection to be no more frequent than once in any calendar year unless a Default or an Event of Default shall have occurred and is continuing. In the event that such inspection reveals that further Replacements of the Mortgaged Property are required, Mortgagee shall provide Mortgagor with a written description of the required Replacements and Mortgagor shall complete such Replacements to the reasonable satisfaction of Mortgagee within one hundred twenty (120) days after the receipt of such description from Mortgagee, or such later date as may be approved by Mortgagee in its sole discretion.

  • Tax Reserves The Company has established on its books and records adequate reserves for all Taxes and for any liability for deferred income taxes in accordance with Adjusted GAAP.

  • Required Reserve Amount So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants then outstanding (without regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection with any exercise of Warrants or such other event covered by Section 2(c) below. The Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Warrants based on the number of shares of Common Stock issuable upon exercise of Warrants held by each holder thereof on the Issuance Date (without regard to any limitations on exercise) (the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Warrants shall be allocated to the remaining holders of Warrants, pro rata based on the number of shares of Common Stock issuable upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise).

  • Reserve Accounts All reserves, escrows and deposit accounts required under the Loan Documents and all cash, checks, drafts, certificates, securities, investment property, financial assets, instruments and other property held therein from time to time and all proceeds, products, distributions or dividends or substitutions thereon and thereof;

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