Pass-Through Funding Sample Clauses

Pass-Through Funding. Conserv acknowledges that: (i) Buyer presently does not intend to purchase the Orange ROW using Lake County funds; and (ii) Buyer may obtain funding for the Orange Purchase Price attributable to the Orange ROW pursuant to one or more separate agreements between Buyer and third parties (“Pass-Through Funding”). If Buyer elects to use Pass-Through Funding, then any such Pass-Through Funding shall be remitted by such third parties to Buyer pursuant to the terms of such separate agreements, whereupon Buyer shall remit such Pass-Through Funding to Conserv as part of the Orange Purchase Price in accordance with the provisions of Subsection 6.1 below.
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Pass-Through Funding. In the event that Proxima desires that any Proxima funds be passed through by LPC to third party companies who shall perform research and development in furtherance of the Development Program, LPC shall be required to allocate only [ *** ] of such funds to the work performed by such third party in accordance with the provisions of this Section 2.4. [ *** ] Proxima and LPC each agree that "pass-through" situations shall be avoided in the event any
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Related to Pass-Through Funding

  • Per-pupil Funding The School's non-facility general fund per-pupil funding shall be as defined in Sec. 302D-28, HRS. The Commission shall distribute the School's per-pupil allocation each fiscal year pursuant to Sec. 302D-28(f), HRS, and shall provide the School with the calculations used to determine the per-pupil amount each year. All funds distributed to the School from the Commission shall be used solely for the School's educational purposes as appropriated by the Legislature, and the School shall have discretion to determine how such funding shall be allocated at the school level to serve those purposes subject to applicable laws and this Contract.

  • Loan Funding The sum of all financing described below (excluding any loan funding fee or mortgage insurance premium) is $ .

  • Supplemental Funding Unless otherwise defined by program rules, Supplemental Funding is the award of additional funds to provide for an increase in costs due to unforeseen circumstances. The State will comply with all Federal program agency policies and procedures for requesting supplemental grant funding. The State will comply with the following guidelines when requesting supplemental funding for the Medical Assistance Program and associated administrative payments (CFDA 93.778): The State must submit a revised Medicaid Program Budget Report (CMS-37) to request supplemental funding. The CMS guidelines and instructions for completing the CMS-37 are provided in Section 2600F of the State Medicaid Manual (SMM). The CMS/CO must receive the revised Form CMS-37 through the Medicaid Budget Expenditure System/Children's Budget Expenditure System (MBES/CBES) no later than 10 calendar days before the end of the quarter for which the supplemental grant award is being requested. Additional guidance on this policy is available from the respective CMS Regional Office, U.S. Department of Health & Human Services. The State will comply with the following guidelines when requesting supplemental funding for TANF (CFDA 93.558), CCDF (CFDA 93.575), CSE (93.563), and the FC/AA (CFDA 93.658 and CFDA 93.659) programs administered by the U.S. Department of Human Services, Administration for Children and Families (HHS/ACF): a. Timing of the Request A State should initiate its request for supplemental funding during a quarter as soon as it becomes aware of the fact that a shortfall does/will exist. For the TANF and CCDF grants, supplemental funding requests (estimates) may be submitted by a State, for consideration by ACF, up through and including the 15th day of the third month of the first, second or third quarter of any fiscal year. Since TANF and CCDF are block grant programs, all unawarded portions of the annual allotment will automatically be issued at the beginning of the fourth quarter. Therefore, supplemental funding requests will not be available during the fourth quarter for these programs. For the CSE and FC/AA programs, supplemental funding requests may be submitted by a state, for consideration by ACF, up through and including the 15th day of the third month of any quarter of a fiscal year.

  • Supplemental Interest Trust (a) A separate trust is hereby established (the “Supplemental Interest Trust”), the corpus of which shall be held by the Securities Administrator, in trust, for the benefit of the holders of the Certificates. The Trustee shall have no duty or responsibility with respect to the Supplemental Interest Trust and shall have no liability to the Certificateholders or Swap Counterparty with respect to the Supplemental Interest Trust or the funds held in or distributed from the Supplemental Interest Account. On the Closing Date, the Securities Administrator shall establish and maintain in its name, a separate account for the benefit of the holders of the Certificates (the “Supplemental Interest Account”), into which the Depositor shall initially deposit $1,000. The Supplemental Interest Account shall be an Eligible Account, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Securities Administrator held pursuant to this Agreement. (b) On each Distribution Date, prior to any distribution to any Certificate, the Securities Administrator shall deposit into the Supplemental Interest Account the amount withdrawn from the Distribution Account pursuant to Section 3.11(b)(iii). The Securities Administrator shall deposit into the Supplemental Interest Account any amounts required to be paid to the Swap Provider pursuant to the preceding sentence and shall distribute from the Supplemental Interest Account any such amounts to the Swap Provider as required by Section 4.10 on each Swap Payment Date. The Securities Administrator shall deposit into the Supplemental Interest Account any Net Swap Payments received from the Swap Provider and shall distribute from the Supplemental Interest Account any such amounts to holders of the Certificates on each Distribution Date pursuant to Section 4.10. (c) Funds in the Supplemental Interest Account shall remain uninvested. The Class C Certificates shall evidence ownership of the Supplemental Interest Trust for federal income tax purposes and the Holder thereof shall direct the Securities Administrator, in writing, as to investment of amounts on deposit therein. (d) Upon termination of the Trust Fund, any amounts remaining in the Supplemental Interest Account after payment of amounts owing to the Swap Provider shall be distributed pursuant to the priorities set forth in Section 4.10. (e) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the holder for the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as representing ownership of an equity interest in the Supplemental Interest Trust for federal income tax purposes. (f) The Securities Administrator is hereby directed, on or prior to the Closing Date, on behalf of the Supplemental Interest Trust, to enter into and assume the obligations under the Swap Agreement with the Swap Provider for the benefit of the Holders of the Certificates, in the form presented to it by the Depositor. The Depositor shall pay or cause to be paid on behalf of the Supplemental Interest Trust the payments, if any, owed to the Swap Provider as of the Closing Date under the Swap Agreement. The Securities Administrator shall not, individually or personally, have any liability to perform any covenant either express or implied contained in the Swap Agreement and under no circumstance shall the Securities Administrator be personally liable for the payment of any amounts payable by the Supplemental Interest Trust under the Swap Agreement or any expenses of the Supplemental Interest Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Supplemental Interest Trust under the Swap Agreement.

  • Initial Funding The obligations of the Lenders to make ---------------- their Loans under the Initial Funding shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 13.02): (a) The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (b) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower setting forth (i) resolutions of its managing member with respect to the authorization of the Borrower to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the officers or other designated persons of the Borrower (y) who are authorized to sign the Loan Documents to which the Borrower is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the certificate of incorporation and bylaws, as amended, of the Borrower, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. (c) The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower. (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D, duly and --------- properly executed by a Responsible Officer and dated as of the date of Effective Date. (e) The Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. (f) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender in a principal amount equal to its Commitment dated as of the date hereof. (g) The Borrower shall have delivered to the Administrative Agent the Initial Funding Disbursement Request in the amount of $3,700,000. (h) The Administrative Agent shall have received from the Borrower duly executed counterparts of the ORRI Conveyance for each Lenders with respect to the Borrower's Oil and Gas Properties as of the date of such funding. (i) The Administrative Agent shall have received from U.S. Energy Corp. duly executed counterparts of the Warrant Agreement for each Lender. (j) The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Security Agreement, the Pledge Agreement and the other Security Instruments described on Exhibit F-1. In connection with the execution and delivery of the Security ------------ Instruments, the Administrative Agent shall: (i) be reasonably satisfied that the Security Instruments create first priority, perfected Liens on the Collateral, such Liens being subject only to Excepted Liens identified in clauses (a) to (d) and (e) of the definition thereof, but subject to the provisos at the end of such definition; and (ii) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of the Borrower. (k) The Administrative Agent shall have received an opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower, substantially in the form of Exhibit E hereto. ---------- (l) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the Borrower and the Operator are carrying insurance in accordance with Section 8.13. (m) The Administrative Agent shall have received title information as the Administrative Agent may require satisfactory to the Administrative Agent setting forth the status of title to the Oil and Gas Properties evaluated in the Initial Reserve Report as of the Effective Date. (n) The Administrative Agent shall be satisfied with the environmental condition of the Oil and Gas Properties of the Borrower and have received such reports as in form and scope satisfactory to the Administrative Agent and the Lenders as they may request related thereto, including a Phase 1 Environmental Report with respect to all xxxxx a part of the Oil and Gas Properties of the Borrower. (o) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that the Borrower and the Operator have received all consents and approvals required by Section 8.03. (p) The Administrative Agent shall have received (i) the financial statements referred to in Section 8.04(a), (ii) the Initial Reserve Report accompanied by a certificate covering the matters described in Section 9.12(b) and (iii) copies of all material contracts or agreements, including, but not limited to, all operating agreements covering the Oil and Gas Properties, as well as all marketing, transportation, and processing agreements related to such Oil and Gas Properties. (q) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties the Borrower for each of the following jurisdictions: State of Wyoming, Albany, Converse, Platte, Campbell, and Xxxxxxx Counties, and any other jurisdiction requested by the Administrative Agent. (r) The Administrative Agent shall have received evidence that the Borrower has purchased one or more commodity price floors, collars or swaps acceptable to Administrative Agent and the Arranger (i) with one or more Approved Counterparties, and (ii) that have aggregate notional volumes of not less than 75% of the reasonably estimated projected natural gas production of currently producing xxxxx of Borrower for the first 24 months following the date hereof, in each case, from its Proved Developed Producing Reserves, as determined by reference to the Initial Reserve Reports. (s) The Administrative Agent shall be satisfied that there are no negative price deviations in the oil and gas prices that would have a Material Adverse Effect on the value of the Borrower's Oil and Gas Properties. (t) The Administrative Agent shall be satisfied that there has been no Material Adverse Effect to the Borrower since December 1, 2003. (u) The Administrative Agent shall have received Letters-in-Lieu executed in blank by the Borrower, in such quantity as the Administrative Agent may reasonably request. (v) The Administrative Agent shall have received Direction Letters executed in blank by the Borrower, in such quantity as the Administrative Agent may reasonably request. (w) Since December 1, 2003, there shall not have been any disruption or adverse change in the financial or capital markets. (x) The Borrower and the Lenders shall have agreed upon the Development Plan. (y) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 13.02) at or prior to 2:00 p.m., New York, New York time, on February 15, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

  • State Funding It is understood that all obligations of RRC hereunder are subject to the availability of state funds, federal grant(s) and/or other federal funds. If such funds are not appropriated or become unavailable, this Contract may be terminated. In such event, the Parties shall be discharged from further obligations, subject to the equitable settlement of their respective interests accrued up to the date of termination.

  • Program Funding Upon entry into force of this Compact in accordance with Section 7.3, MCC will grant to the Government, under the terms of this Compact, an amount not to exceed Four Hundred Xxxxx-Xxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (US$459,500,000) (“Program Funding”) for use by the Government to implement the Program. The allocation of Program Funding is generally described in Annex II.

  • Lack of Funding The Parties recognize that the compensation provided for in this Grant Contract depends on budget approval and appropriations of sufficient grant funds by the Lancaster County Board of County Commissioners (“Grant Funds”). The Parties further recognize that the Sponsor may terminate this Grant Contract in whole or in part immediately upon written notice to Grantee if grant funds do not receive sufficient budget approval or appropriations. The date Project Monitor sends the written notice of termination shall be the date of termination. The Grantee understands and agrees that the Sponsor shall not provide for funding under this Grant Contract from the Lancaster County General Fund, tax revenue, or any other source, and that the sole source of funding for this Grant Contract shall be approved and appropriated Grant Funds. In the event that Grant Funds do not receive sufficient budget approval or appropriations, the Grantee shall be compensated pursuant to the terms of this Grant Contract for authorized Project Account costs charged against the Project Account prior to the date of termination according to the approved Project Budget. Xxxxxxx agrees that Xxxxxxx has no reasonable expectation of payment for unauthorized costs, or for payment of any kind from any other source. The Grantee further understands and agrees that any costs not covered by the current Grant Contract are not authorized.

  • Principal Funding Account (a) The Trustee, or the Servicer, on its behalf, shall establish and maintain, in the name of the Trust, on behalf of the Trust, for the benefit of the Certificateholders, an Eligible Deposit Account (the "Principal Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof. The Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. If at any time the Principal Funding Account ceases to be an Eligible Deposit Account, the Transferor shall notify the Trustee, and the Trustee upon being notified (or the Servicer on its behalf) shall, within 10 Business Days, establish a new Principal Funding Account which meets the conditions specified in the definition of Eligible Deposit Account, and shall transfer any cash or any investments to such new Principal Funding Account. The Trustee or the Paying Agent, at the direction of the Servicer, shall (i) make withdrawals from the Principal Funding Account from time to time, in the amounts and for the purposes set forth in this Series Supplement, and (ii) on each Transfer Date (from and after the commencement of the Controlled Accumulation Period) prior to termination of the Principal Funding Account make a deposit into the Principal Funding Account in the amount specified in, and otherwise in accordance with, subsection 4.9(c). (b) Funds on deposit in the Principal Funding Account shall be invested at the direction of the Servicer by the Trustee or the Paying Agent in Permitted Investments. Funds on deposit in the Principal Funding Account on any Transfer Date, after giving effect to any withdrawals from the Principal Funding Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the next succeeding Transfer Date. The Trustee or the Paying Agent shall maintain for the benefit of the Certificateholders possession of the negotiable instruments or securities, if any, evidencing such Permitted Investments. No Permitted Investment shall be disposed of prior to its maturity. On the Transfer Date occurring in the month following the commencement of the Controlled Accumulation Period, and on each Transfer Date thereafter with respect to the Controlled Accumulation Period, the Trustee or the Paying Agent, acting at the Servicer's direction given before each Transfer Date, shall transfer from the Principal Funding Account to the Finance Charge Account the Principal Funding Investment Proceeds, but not in excess of the Covered Amount, for application as Available Investor Finance Charge Collections applied pursuant to subsection 4.9(a). Any Excess Principal Funding Investment Proceeds shall be included as Available Investor Finance Charge Collections for such Transfer Date. An amount equal to any Principal Funding Investment Shortfall shall be deposited in the Finance Charge Account on each Transfer Date from the Accumulation Period Reserve Account to the extent funds are available pursuant to subsection 4.14(d) and included as Available Investor Finance Charge Collections for such Transfer Date. Principal Funding Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Funding Account for purposes of this Series Supplement.

  • PROJECT FUNDING 8.1 The Project Funding for completion of this PFA is as follows:[X]

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