Release of Reserves Sample Clauses

Release of Reserves. Effective immediately and continuing throughout the Forbearance Period, Lender will release for use by the Borrower the following reserves: (1) the Licensing Payment Reserve totaling $135,416; and (2) the Primary Reserve totaling $375,000.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Release of Reserves. A. On the 180{th} day after the Closing Date, the parties hereto shall jointly instruct the Disbursing Agent to disburse to the General Partner that portion of the Reserve Amount that has not been paid, disbursed or otherwise required to be paid on account of Liability Claims or Indemnity Claims. The General Partner may then elect: (i) to continue to hold such disbursed amounts for up to 360 days after the Closing Date, in trust for the benefit of the Partnership and the Partners, as a fund against which to pay unanticipated Partnership Claims (the "Contingency Reserve"); or (ii) to distribute such sums pro rata to the Partners. B. At any time, and from time to time, after the 180{th} day after the Closing Date that there is a Final Determination (as defined in EXHIBIT C) that any remaining portion, if any, of the Reserve Amount is no longer subject to Liability Claims or Indemnity Claims, the parties hereto shall instruct the Disbursing Agent to distribute such remaining portion of the Reserve Amount to the General Partner. The General Partner may then elect: (i) to continue to hold such disbursed amounts for up to 360 days after the Closing Date, in trust for the benefit of the Partners, as a Contingency Reserve; or (ii) to distribute such sums pro rata to the Partners in accordance with their percentage interests. C. Not later than 360 days after the Closing Date (provided that there have been no unanticipated Partnership Claims), the General Partner shall distribute any balance remaining in the Contingency Reserve pro rata to the Partners in accordance with their percentage interests. In the event that at the end of the 360 day period following Closing there are unanticipated Partnership Claims pending or asserted, or the General Partner has reason to believe that such unanticipated Partnership Claims may be asserted, the General Partner may continue to hold the Contingency Reserve until such time as the General Partner deems prudent, after which time any undisbursed amount remaining in the Contingency Reserve shall be disbursed by the General Partner pro rata to the Partners in accordance with their percentage interests.
Sample 1
Release of Reserves. Any amounts remaining in any of the Reserves and each of the Transaction Escrows shall be distributed as set forth in the Plan.
Sample 1Sample 2
Release of Reserves. Notwithstanding anything contained in this Agreement to the contrary, on and effective as of the Effective Date, except for reserves for Retained Subrogation Claims, any reserves held under the Seventh Amended Plan for proofs of claims by the D&O Claimants for advancement, settlement, indemnification and defense costs paid, incurred, or to be paid or incurred by the D&O Claimants or the Insurers, including the Indemnification Claims (or Indemnification Components, as applicable), shall be released to WMILT and distributed in accordance with the terms and provisions of Section 26.3 of the Seventh Amended Plan and the Liquidating Trust Agreement. ARTICLE IV
Sample 1
Release of Reserves. (i) Amounts deposited into the Completion Reserve Account and the Operating Reserve Account shall be released in accordance with the LLC Agreement. (ii) Amounts deposited into the Additional Turbine Escrow Account shall be released in accordance with clauses (iii) and (iv) of Section 2.2(c) and the Escrow Agreement; provided that any amounts that are paid into the Additional Turbine Escrow Account pursuant to the Escrow Agreement shall be released to the Class B Equity Investor to the extent that the Class B Equity Investor provides an Acceptable Letter of Credit or an Acceptable Guaranty.
Sample 1
Release of Reserves. Subject to Clause 27.4, a Reserve shall be released to the relevant Bank upon the maturity of the unmatured liability in respect of which that Reserve had been created.
Sample 1
Release of Reserves. Effective upon the receipt and approval by Co-Collateral Agents of one or more signed, binding and bona fide commitment letters for a Refinancing Transaction that satisfy the requirements of Section 4(m) of this Agreement, and so long as Loan Parties have not failed to satisfy any Forbearance Condition as of such date (excluding for avoidance of doubt any Forbearance Condition which on such date is not yet required to be satisfied), Bank of America, N.A., in its capacity as Co-Collateral Agent, and Regions Bank, in its capacity as Administrative Agent, agree to release a portion, in the amount of $10,000,000, of the Reserves that are in existence on the date of this Agreement; provided, that each Loan Party hereby acknowledges and agrees that the foregoing release shall in no way prohibit, or limit the right of, Administrative Agent or any Co-Collateral Agent from imposing, changing or re-imposing any Reserve before or after such date, in accordance with the Loan Documents.
Sample 1
AutoNDA by SimpleDocs

Related to Release of Reserves

  • Company to Reserve Common Stock The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock then issuable upon the conversion of all Outstanding Securities.

  • Designation of Restricted and Unrestricted Subsidiaries The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

  • Deposit Pay ment of The Fixed Reserve Price 5.1. E-Bidders must make deposit payment as required under the Conditions of Sale attached to Proclamation of Sale, i.e. 10% of the reserve price. 5.2. Payment of the deposit must be made via local bank transfer in favour of Rajan Auctioneers Bidders Account (BIDDER DEPOS IT). Transaction must be done with in one (1) working day before the auction date with the following details; a) Account’s Name : RAJAN AUCTIONEERS SDN BHD - ACC2 b) Name of Bank : RHB BANK BERHAD c) Account Number : 21242400054193 d) Description : BIDDER DEPOSIT 5.3. Evidence of the transfer must be uploaded and submitted at the time of registration. 5.4. E-Bidders residing outside Malaysia/ (“Foreign E-Bidders”) must make deposit payment as required under the Conditions of Sale attached to Proclamation of Sale, i.e. 10% of the reserve price. Payment of the deposit must be made to as per mentioned in Proclamation of Sale in favour of the Auctioneer in accordance with 5.2 herein above with Swift Code as: XXXXXXXX ,Branch :0000000, Xxxxx Xxxxxxx Xxxxx. Evidence of payment must be uploaded and submitted at xxxxxxxxxxxxxxxx@xxxxx.xxx or WhatsApp to 000-0000000 within (4) working days before auction date.

  • Permitted Withdrawals From Escrow Account Withdrawals from the Escrow Account or Accounts may be made by the Company only: (i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums, condominium charges, fire and hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage; (ii) to reimburse the Company for any Servicing Advances made by the Company pursuant to Section 4.08 with respect to a related Mortgage Loan, but only from amounts received on the related Mortgage Loan which represent late collections of Escrow Payments thereunder; (iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Mortgage Loan; (iv) for transfer to the Custodial Account and application to reduce the principal balance of the Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note; (v) for application to restoration or repair of the Mortgaged Property in accordance with the procedures outlined in Section 4.14; (vi) to pay to the Company, or any Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account; (vii) to clear and terminate the Escrow Account on the termination of this Agreement; and (viii) to withdraw funds deposited in error.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company shall not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Commencement of Regular Sales of Common Stock Following Closing and upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Two Hundred Fifty Thousand Dollars ($250,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit shall be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to ninety percent (90%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), (ii) the Regular Purchase Share Limit shall be increased to up to Seven Hundred Fifty Thousand Dollars ($750,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred twenty percent (120%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), and (iii) the Regular Purchase Share Limit shall be increased to up to One Million Dollars ($1,000,000) of Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below a price that is equal to one hundred forty percent (140%) of the DPCM Price on such Purchase Date (as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Common Stock on such Business Day is not less than the Floor Price and (ii) all Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

  • Issuance of Restricted Stock On the date hereof the Company issues to the Participant the Restricted Stock subject to the Restrictions and other conditions set forth in this Award Agreement. The Company shall cause the Restricted Stock to be issued in the name of the Participant or held in book entry form, but if a stock certificate is issued it shall be delivered to and held in custody by the Company until the Restrictions lapse or such Restricted Stock is forfeited. As a further condition to the Company’s obligations under this Award Agreement, the Participant’s spouse, if any, shall execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A.

  • Adjustments; Additional Shares, Securities or Assets In the event that at any time, as a result of an adjustment made pursuant to this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 5.

  • Treatment of Stock Dividends, Stock Splits, etc In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!