Policyholder Surplus Sample Clauses

Policyholder Surplus. Prior to the Closing, Seller shall use its reasonable best efforts (including using its reasonable best efforts to obtain any required consents and approvals of a Governmental Authority) to cause (through the payment of a dividend, a repurchase of shares or otherwise) the aggregate Policyholder Surplus of the Insurance Subsidiaries on the Closing Date to be in a reasonable dollar range to be provided to Seller by Buyer within 10 days after the date hereof; provided that this Section 4.20 shall not be deemed to be breached by the inability of Seller, despite the use of such efforts, to cause the aggregate Policyholder Surplus to be in such dollar range. If compliance with the foregoing sentence results in Seller effecting a reduction of Policyholder Surplus (whether through the payment of a dividend, a repurchase of shares or otherwise), Seller shall use reasonable best efforts to cause the proceeds of such action to be distributed prior to the Closing to one or more Persons that are not a Transferred Company. For the avoidance of doubt, if Seller has complied with its efforts obligations under this Section 4.20, it shall not be a condition to Buyer’s obligation to consummate the transactions contemplated hereby that such reduction of Policyholder Surplus have been effected. Notwithstanding anything else in this Agreement, except (a) to the extent required by an Insurance Regulator or (b) for funding of operating expenses in the ordinary course of business consistent with past practice by any member of the Parent Group, from the date hereof until the Closing or the termination of this Agreement in accordance with Section 7.1, Seller shall not, and shall cause each other member of the Parent Group not to, make or commit to make any investment in or capital contribution to any Insurance Subsidiary.
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Policyholder Surplus 
Sample 1

Related to Policyholder Surplus

  • Distributions to Certificateholders; Payment of Special Primary Insurance Premiums (a) On each Distribution Date, the Trustee (or any duly appointed paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution Amount to the Certificateholders (including the Class R Certificateholders with respect to any distribution to the Holders of the Class R-2 Residual Interest), all in accordance with the written statement received from the Master Servicer pursuant to Section 4.02(b). Any Special Primary Insurance Premiums distributed pursuant to clause (i) above shall be distributed by means of payment acceptable to the insurer under the respective Special Primary Insurance Policy. Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.

  • Custodial Accounts and Buydown Fund Accounts The Master Servicer shall cause to be established and maintained by each Servicer under the Master Servicer's supervision the Custodial Account for P&I, Buydown Fund Accounts (if any) and special Custodial Account for Reserves and shall deposit or cause to be deposited therein daily the amounts related to the Mortgage Loans required by the Selling and Servicing Contracts to be so deposited. Proceeds received with respect to individual Mortgage Loans from any title, hazard, or FHA insurance policy, VA guaranty, Primary Insurance Policy or other insurance policy (other than any Special Primary Insurance Policy) covering such Mortgage Loans, if required for the restoration or repair of the related Mortgaged Property, may be deposited either in the Custodial Account for Reserves or the Custodial Account for P&I. Such proceeds (other than proceeds from any Special Primary Insurance Policy), if not required for the restoration or repair of the related Mortgaged Property, shall be deposited in the Custodial Account for P&I, and shall be applied to the balances of the related Mortgage Loans as payments of interest and principal. The Master Servicer is hereby authorized to make withdrawals from and to issue drafts against the Custodial Accounts for P&I and the Custodial Accounts for Reserves for the purposes required or permitted by this Agreement. Each Custodial Account for P&I and each Custodial Account for Reserves shall bear a designation clearly showing the respective interests of the applicable Servicer, as trustee, and of the Master Servicer, in substantially one of the following forms:

  • Withdrawals From the Custodial Account The Servicer shall, from time to time, withdraw funds from the Custodial Account for the following purposes:

  • Negative Capital Accounts No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

  • Deposits of Insurance Funds Borrower shall deposit with or on behalf of Lender on each Monthly Payment Date, an amount equal to one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof, in order to accumulate sufficient funds to pay all such Insurance Premiums prior to the expiration of the Policies, which amounts shall be transferred into an Account established at the Collection Account Bank to hold such funds (the “Insurance Account”). Amounts deposited from time to time into the Insurance Account pursuant to this Section 6.3.1 are referred to herein as the “Insurance Funds”. If at any time Lender reasonably determines that the Insurance Funds will not be sufficient to pay the Insurance Premiums, Lender shall notify Borrower of such determination and the monthly deposits for Insurance Premiums shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies.

  • 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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