PAYMENTS BY THE CEDING COMPANY Sample Clauses

PAYMENTS BY THE CEDING COMPANY. (a) As consideration for the Reinsurer's agreement to provide reinsurance pursuant to this Agreement, the Ceding Company hereby sells, assigns, transfers and delivers to the Reinsurer, effective as of the Effective Time, in accordance with the Purchase Agreement, to the Reinsurer, (i) Investment Assets selected in accordance with the Purchase Agreement with a Statutory Book Value (as such term is defined in the Purchase Agreement) equal to (A) the Initial Reinsurance Premium, MINUS (B) the value of Policy Loans assigned to the Reinsurer hereunder, MINUS (C) the Accrued Investment Income transferred to the Reinsurer hereunder and MINUS (D) the Tax Gross-Up Change in IMR, in each case determined by reference to the Estimated Statement of General Account Net Settlement for the Ceding Company with respect to the Covered Insurance Policies hereunder pursuant to the Purchase Agreement, (ii) the Policy Loans identified on line B.2 of the Statement of General Account Net Settlement, (iii) the Accrued Investment Income identified on line B.1 of the Statement of General Account Net Settlement and (iv) cash in an amount equal to the Tax Gross-Up Change in IMR. Such transfer shall be adjusted following the date hereof in accordance with the procedures set forth therefor in the Purchase Agreement.
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PAYMENTS BY THE CEDING COMPANY. (a) As consideration for the Reinsurer’s agreement to provide reinsurance pursuant to this Agreement, the Ceding Company will transfer, on the Closing Date in accordance with the Master Transaction Agreement, to the Trust Account (or to the Reinsurer as contemplated by Section 3.3(b) of the Master Transaction Agreement), Eligible Assets and Commercial Mortgage Loans with a statutory book value equal to the Initial Reinsurance Premium determined by reference to the Estimated Statement of General Account Net Settlement with respect to the Covered Insurance Policies. The Ceding Company and the Reinsurer hereby agree that such payment shall be adjusted following the date hereof in accordance with the mechanics set forth therefor in the Master Transaction Agreement.
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PAYMENTS BY THE CEDING COMPANY. (a) As consideration for the Reinsurer's agreement to provide reinsurance pursuant to this Agreement, the Ceding Company will transfer, on or prior to the Closing Date, in accordance with the mechanics set forth in the Purchase Agreement and in the Trust Agreement, to the Trust Account, Eligible Assets with a Fair Market Value equal to the Net Transfer Amount. Such payment shall be adjusted following the date hereof in accordance with the mechanics set forth therefor in the Purchase Agreement. (b) As additional consideration for the reinsurance provided herein, the Reinsurer shall be entitled to one hundred percent (100%) of all of the following amounts actually received by the Ceding Company, HSD or the Reinsurer, whether in its role as reinsurer hereunder or as Administrator, with respect to the Covered Insurance Policies that are either due and unpaid as of the Effective Time or that arise on any date after the Effective Time (items (i) through (v) below, collectively, the "Recoverables"): (i) Premiums; (ii) Litigation recoveries to the extent such recoveries relate to Reinsured Liabilities; (iii) Without duplication, all charges and fees, including per participant fees, management fees, marketing fees, 12b-1 fees, record-keeping fees, policy loan fees, mortality and expense risk charges, administrative expense charges, rider charges, contract maintenance charges, back-end sales loads and other considerations billed separately, and amounts for the pre-tax amount of any expense reimbursement (other than "soft dollars"), indemnification, revenue-sharing or other payments made to the Ceding Company or its Affiliates by any mutual fund organization or other third party attributable to the use of such organization's mutual funds as funding vehicles to the extent related to the Covered Insurance Policies; (iv) Without duplication, all other payments, collections, fees, credits, releases of funds to the Ceding Company from any Separate Accounts established by the Ceding Company and any and all recoveries relating to the Reinsured Liabilities or the Covered Insurance Policies; and (v) Any investment income actually received by HLIC or HSD relating to items (i) through (iv) above. Actual, direct receipt by the Reinsurer, including in its role as Administrator under the Administrative Services Agreement, or any of its Affiliates of any such amounts shall satisfy any obligation of the Ceding Company to transfer any such amount to the Reinsurer hereunder. (c) The C...
Sample 1
PAYMENTS BY THE CEDING COMPANY. (a) As consideration for the Reinsurer's agreement to provide reinsurance pursuant to this Agreement, the Ceding Company will transfer, on or prior to the Closing Date, in accordance with the mechanics set forth in the Purchase Agreement and in the Trust Agreement, to the Trust Account, Eligible Assets with a Fair Market Value equal to the Net Transfer Amount. Such payment shall be adjusted following the date hereof in accordance with the mechanics set forth therefor in the Purchase Agreement.
Sample 1
PAYMENTS BY THE CEDING COMPANY. (a) As consideration for the Reinsurer’s agreement to provide reinsurance pursuant to this Agreement, at the Closing, the Ceding Company will transfer to the Trust Account, in accordance with Section 2.04 of the Purchase Agreement, Eligible Assets with a Book Value (as defined in the Purchase Agreement) equal to the Reinsurance Premium. Such payment shall be subject to adjustment following the date hereof in accordance with Section 2.05 of the Purchase Agreement.
Sample 1

Related to PAYMENTS BY THE CEDING COMPANY

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Payments by the Borrower The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any circumstances. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.

  • Late Payments by the Corporation The amount of all or any portion of any Exchange Payment not made to any Partner when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Exchange Payment was due and payable.

  • Payments by the Agent Unless specifically allocated to a Bank Investor pursuant to the terms of this Agreement, all amounts received by the Agent on behalf of the Bank Investors shall be paid by the Agent to the Bank Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) in accordance with their respective related pro rata interests in the Net Investment on the Business Day received by the Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the Bank Investors on such Business Day, but, in any event, shall pay such amounts to the Bank Investors in accordance with their respective related pro rata interests in the Net Investment not later than the following Business Day.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries. * * * * *

  • Payment of Other Taxes by the Company The Company shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • COVENANTS BY THE COMPANY The Company covenants and agrees as follows:

  • Reports by the Company (a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (XXXXX), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.

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