Representative Reserve Fund Sample Clauses

Representative Reserve Fund. At the Closing, pursuant to Section 2.02(f), the Parent shall pay an amount in cash equal to $1,000,000 (the “Representative Reserve Fund”) to the Representative pursuant to payment instructions delivered by the Representative to the Parent. The Representative Reserve Fund will be retained by the Representative and will be used by the Representative to satisfy any potential payments to be made by the Securityholders or the Representative hereunder and to pay, reimburse and/or satisfy any losses, damages, costs, liabilities, fees or expenses incurred by the Representative in connection with the performance of its duties hereunder, including with respect to any fees, costs or expenses incurred by the Representative in connection with the adjustment provisions contained in Sections 1.09 and 1.10. The Representative Reserve Fund will be retained by the Representative until such time as the Representative will determine in its sole discretion. At such time as the Representative determines to release the Representative Reserve Fund to the Securityholders, the Representative will pay the remaining balance (if any) of the Representative Reserve Fund (such remaining balance, the “Remaining Representative Reserve Fund Amount”) by wire transfer of immediately available funds as follows: (i) to the Paying Agent, a portion of the Remaining Representative Reserve Fund Amount equal to the aggregate amount to be paid to Unitholders under this Section 1.13 as set forth in the Merger Consideration Schedule, for distribution by the Paying Agent to the Unitholders in accordance with the Merger Consideration Schedule; and (ii) to the Company, a portion of the Remaining Representative Reserve Fund Amount (for the avoidance of doubt, disregarding any applicable withholdings) equal to the aggregate amount to be paid to holders of Vested In-the-Money Options under this Section 1.13 as set forth in the Merger Consideration Schedule, for distribution by the Company to such holders (in any such payment to be made to any Employee Optionholder, to be reduced by applicable withholdings) through the Company’s payroll system in accordance with the Merger Consideration Schedule (provided, that, notwithstanding the foregoing, if such holder is a Non-Employee Optionholder, then the Parent shall make, or cause the Paying Agent to make, such payment directly to such holder via wire transfer to the account(s) designated by such holder in such holder’s Option Acknowledgement Agreement (rather th...
Sample 1
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Representative Reserve Fund. Contemporaneously with the effectiveness of the Share Acquisition, a portion of the Aggregate Acquisition Consideration in the amount of $20,000 (the “Representative Reserve Fund”) shall be paid by BSVN to the Representative for deposit in an account at the Bank thereby creating the Representative Reserve Fund. The Representative Reserve Fund shall be available through the expiration of the Escrow Claim Period to satisfy any costs and expenses the Representative incurs on behalf of the former holders of WBI Acquisition Shares under this Agreement (“Representative Expenses”) in connection with the Escrow Fund and any claims that might be asserted by BSVN under the Escrow Agreement. On the termination of the Escrow Agreement in accordance with the terms thereof, any Representative Reserve Fund balance not paid to satisfy any Representative Expenses shall be paid by the Representative to the former holders of the WBI Acquisition Shares in their respective Pro Rata Portion amounts.
Sample 1
Representative Reserve Fund. All amounts payable by the Shareholders pursuant to Sections 6(a)(vii), 6(a)(viii) or 6(b) above shall first be paid on behalf of the Shareholders out of the Representative Reserve Fund to the extent of available funds, and upon the Representative Reserve Fund being exhausted without full payment of such amounts, the Representative shall promptly notify BSVN and the Escrow Agent in accordance with the first sentence of Section 4(c) of this Agreement
Sample 1

Related to Representative Reserve Fund

  • Replacement Reserve Fund Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

  • Reserve Fund (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property.

  • Disbursements from Replacement Reserve Account (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund (if any).

  • Distributions from the Certificate Account (a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw from the Certificate Account the Available Distribution Amount with respect to each Mortgage Pool, and shall distribute such amount to the Holders of record of each Class of Certificates, in the following order of priority:

  • Pre-Funding Account On the Closing Date, the Depositor shall deposit in the Pre-Funding Account $0.00 (the “Pre-Funding Account Initial Deposit”) from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, if any, upon satisfaction of the conditions set forth in Section 2.03(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (i) an amount equal to [RESERVED]% of the result of the aggregate Starting Principal Balance of the Subsequent Receivables transferred to the Trust on such Subsequent Transfer Date less the Yield Supplement Overcollateralization Amount with respect to such Subsequent Receivables as of the related Cutoff Date and (ii), on behalf of the Depositor, deposit into the Reserve Account a portion of such funds equal to the Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute the remainder to or upon the order of the Depositor as payment for such Subsequent Receivables. If the Pre-Funded Amount has not been reduced to zero on the Payment Date immediately following the calendar month in which the Funding Period, if any, ends, the Servicer shall instruct the Indenture Trustee to transfer from the Pre-Funding Account on such Payment Date any amount then remaining in the Pre-Funding Account to the Note Distribution Account for distribution in accordance with Section 8.02(g) of the Indenture.

  • Carryover Reserve Fund (a) On the Closing Date, the Trustee shall establish and maintain in its name, in trust for the benefit of the Holders of the Certificates, the Carryover Reserve Fund and shall deposit $1,000 therein. The Carryover Reserve Fund 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 held by the Trustee pursuant to this Agreement.

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

  • Interest Reserve Account The Certificate Administrator shall establish and maintain the Interest Reserve Account in the Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date occurring in January (except during a leap year) or February (commencing in 2018) (unless, in either such case, the related Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year and the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2018), the Certificate Administrator shall transfer to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account.

  • Reserve Funds Section 7.1.

  • Withdrawals from the Collection Account (a) The Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.01:

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