Recapture Procedure Sample Clauses
The Recapture Procedure clause outlines the process by which a party, typically a lender or lessor, can reclaim or regain certain rights or assets previously transferred or leased to another party. In practice, this clause specifies the conditions under which recapture can occur, such as upon default, expiration of a term, or failure to meet specific obligations, and details the steps that must be followed for the recapture to be effective. Its core function is to protect the interests of the original owner by providing a clear mechanism for regaining control or ownership if agreed-upon terms are not met, thereby mitigating risk and ensuring contractual compliance.
Recapture Procedure. (A) Tenant shall have the right to institute the procedure described in this Section 17.3 (the "Recapture Procedure") only by giving to Landlord notice thereof (a "Transfer Notice"), which:
(1) refers expressly to this Section 17.3 and indicates that such notice constitutes a Transfer Notice,
(2) sets forth a description of the Premises (or the portion thereof) that is involved in the proposed Transfer (the Premises, or the portion thereof, that is involved in the proposed Transfer being referred to herein as the "Recapture Space"),
(3) sets forth the material terms under which Tenant intends to consummate the Transfer (including, for example, (a) the rental to be paid by a subtenant, (b) the consideration to be paid by or to an assignee, (c) the work allowance to which a subtenant is entitled, (d) the term of a proposed sublease, and (e) the nature and cost of any work that Tenant intends to perform to prepare the Recapture Space for occupancy by the subtenant or assignee), and
(4) sets forth the date on which Tenant proposes that the term of a Transfer that constitutes a sublease, license or other similar agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case may be (such date being referred to herein as the "Transfer Date") (it being understood that the Transfer Date shall be no sooner than forty-five (45) days, and no later than three hundred sixty-five (365) days, after the date that Tenant gives the Transfer Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as the "Proposed Transfer Terms"). Tenant shall not be required to identify, in the Transfer Notice, the Person to which Tenant intends to make the Transfer (the Person to which a Transfer is made being referred to herein as a "Transferee").
(B) The term "Transfer Expenses" shall mean the Out-of-Pocket Costs that Tenant pays solely in consummating a Transfer, including, without limitation, (i) brokerage commissions, (ii) allowances that Tenant makes available to the Transferee to fund the cost of Alterations that the Transferee makes to the Premises (or the applicable portion thereof that is involved in the Transfer), (iii) costs that Tenant pays in making Alterations to prepare the Premises (or the applicable portion thereof that is involved in the Transfer) solely for the Transferee's initial occupancy, (iv) the amount payable to Landlord under Sectio...
Recapture Procedure. (A) Tenant shall have the right to institute the procedure described in this Section 17.3 (the “Recapture Procedure”) only by giving to Landlord notice thereof (a “Transfer Notice”), which:
(1) refers expressly to this Section 17.3 and indicates that such notice constitutes a Transfer Notice,
(2) includes a copy of the documents that Tenant intends to use to evidence the proposed Transfer,
(3) identifies the Person to which Tenant proposes to make the Transfer (the Person to which a Transfer is made being referred to herein as a “Transferee”), and
(4) sets forth the date on which Tenant proposes that the term of a Transfer that constitutes a sublease, license or other similar agreement that grants occupancy rights will commence, or that a Transfer that constitutes an assignment will occur, as the case may be (such date being referred to herein as the “Transfer Date”) (it being understood that the Transfer Date shall be no sooner than sixty (60) days, and no later than one hundred eighty (180) days, after the date that Tenant gives the Transfer Notice to Landlord) (the material terms of a proposed Transfer as set forth in the Transfer Notice being referred to herein as the “Proposed Transfer Terms”).
Recapture Procedure. The commutation value for the Reinsurance Agreement shall be based on the reinsured portion of Policies and calculated as the sum of 1l0% of the unamortized balance of excess first year Producer Commissions. TPA Fees, and expense allowances, less policy reserves on inforce policies as of the date of the commutation (the “Commutation Price”). The unamortized first year expense shall be calculated based on experienced lapse rates up to the commutation date, and pricing lapse rates thereafter, unless agreed otherwise. Following Company’s submission of the Commutation Price to the Reinsurer, Reinsurer shall have five (5) Business Days from such date to agree to the Commutation Price. If the Commutation Price is positive, Company shall pay such amount to Reinsurer. If the Commutation Price is negative, Reinsurer shall pay such amount to Company. Such payment shall be completed via wire transfer (wire transfer instructions to be provided within one (1) Business Day of the date Company receives confirmation of Reinsurer’s agreement of the Commutation Price). In the event Reinsurer does not agree upon the Commutation Price within five (5) Business Days of Company’s submission of the Commutation Price, it shall provide the Company its calculation of the Commutation Price within thirty (30) days of Company’s submission of the Commutation Price to Reinsurer. Company and Reinsurer shall then have 30 days from the Company’s original submission date to agree upon the final Commutation Price. If the parties cannot mutually agree upon the Commutation Price, Company and Reinsurer shall appoint a mutually agreed actuarial firm to determine the Commutation Price. The cost of the actuarial review shall be shared equally; provided, however, that if the review is conducted in connection with a dispute arising out of this Agreement, a panel established pursuant to Section 11.1 hereof shall have the discretion to allocate such costs between the parties. If the parties are unable to agree to an actuarial firm within ten (10) days, Towers ▇▇▇▇▇▇ shall act as the appointed firm, If Towers ▇▇▇▇▇▇ is unable or unwilling to perform this function for any reason, Milliman USA shall be the appointed firm. The appointed actuarial firm shall advise in writing. (by a method that produces verification of receipt) of its opinion of the appropriate Commutation Price within 30 days of its appointment. This Commutation Price shall then be binding as between Company and Reinsurer. Reinsurer shall ...