Retained Amount. Subject to the retention limits shown in Section 3 of Schedule A, the Ceding Company will retain, and not otherwise reinsure, an amount of insurance on each life equal to its quota share percentage amount of the policy as set forth in Section 2.a. of Schedule A. If the Ceding Company’s retained quota share percentage amount is zero, automatic reinsurance is not available.
Retained Amount. At the Closing, the Contributee shall retain an amount in Units (or, if Units are not issued at the Closing, other commensurate consideration) equal to the Retained Amount for payment to the Contributors Representatives after the expiration of the Survival Period, subject to decrease as provided in Article 19, valued at the Common Unit Value and/or the Preferred Unit Value, as the case may be; provided, however, that if the Contributee has delivered a Claim Notice with respect to any Property, the Contributor thereof or the Equity Interests related thereto prior to the expiration of the Survival Period as provided in Section 19.5 but the Claim has not yet been resolved as of the expiration of the Survival Period, then the Retained Amount applicable to each such Contributor less amounts previously utilized to resolve any Claim relating to such Property, the Contributor thereof or the Equity Interests related thereto shall continue to be retained until such Claim has been finally resolved as provided in Article 19. Prior to payment of the Retained Amount to the Contributors as directed by the Contributors Representatives, the distributions paid on the Units comprising the Retained Amount shall be paid to the Contributors Representatives until such time (if any) as they are used for offset pursuant to Section 19.6.
Retained Amount. During the period from the date hereof and ending on September 19,1999, Seller shall retain in its corporate bank account the Retained Amount. Seller shall cause the Retained Amount to be disbursed to pay for any costs and expenses (including reasonable attorneys' fees) incurred by Seller or Purchaser pursuant to any claims brought by Project Software and Development, Inc. ("PSDI") or its affiliates against Seller or Purchaser or to pay reasonable support costs relating to servicing the Seller's agreement with PSDI during the period prior to its termination. Upon the earlier of September 19, 1999 or receipt by Seller of written notification from Purchaser that Purchaser has received a written waiver of claims from PSDI that is acceptable to Purchaser, Seller may disburse any remaining Retained Amount without any restrictions.
Retained Amount. 5.1 Subject to paragraph 5.2, in relation to any Claim or Claims, the Retained Amount shall be whichever is the lesser of:
Retained Amount. After the Closing Seller shall not --------------- distribute to its partners, but shall continue to hold (a) at least one million dollars ($1,000,000) of the Purchase Price in a separate account or accounts, and (b) at least four million dollars ($4,000,000) of the Purchase Price in Aurora Limited Partnership (collectively, the "Retained Amount") until the third anniversary of the Closing Date in order to have assets available if Seller is required to indemnify Buyer pursuant to Section 9.1(a), (b), (c) or (e). Seller shall invest the Retained Amount, and the proceeds thereof, either in accordance with the Investment Guidelines or in any investment approved by Buyer in writing prior to Seller's making of such investment (such approval not to be unreasonably withheld). Such investment in such limited partnership is hereby approved by Buyer. Seller shall cause the aggregate amount in such separate account or accounts and such limited partnership to at all times be equal to or greater than (i) the Retained Amount, less (ii) the sum of all amounts paid to Buyer by Seller prior to such time pursuant to its indemnification obligations set forth in Sections 9.1(a), (b) and (c). Seller shall maintain a net worth greater than or equal to the Retained Amount less such sum and shall deliver to Buyer a quarterly statement of the aggregate amount held by Seller in such separate account or accounts and such limited partnership within 15 Business Days after the end of each quarter. Seller shall not dispose of or sell, or assign or pledge any interest in, any amount or investment held by Seller in such separate account or accounts or such limited partnership except (x) in accordance with the Investment Guidelines, (y) for sales to liquidate any investment, or (z) with the prior written consent of Buyer (such consent not to be unreasonably withheld). Seller shall be free to distribute to its partners all of its other assets at any time and from time to time on or after the Closing Date. Seller's partners shall not be obligated to return any amount distributed to them by Seller in conformance with the provisions of this Section 9.4.
Retained Amount. At the Closing and in accordance with the Escrow Agreement, Buyer shall retain from the Cash Purchase Price the sum of Three Hundred Fifty Thousand Dollars ($350,000) (the “Retained Amount”) for a period of twelve (12) months (the “Retention Period”) for the purposes of securing Seller’s and Shareholders’ indemnification obligations under this Agreement. At the termination of the Retention Period, Buyer shall release to Seller the Retained Amount and all proceeds thereof minus the amount of any outstanding indemnification claims theretofore asserted by Buyer against Seller or the Shareholders hereunder. If there is any outstanding indemnification claim at the expiration of the Retention Period, Buyer shall continue to hold the Retained Amount and all proceeds thereof until the final resolution of such indemnification claim, at which time the Retained Amount shall be released to Seller or forfeited to Buyer, as applicable. Notwithstanding any provision herein to the contrary, Seller shall be entitled to receive interest and other earnings earned, if any, on the Retained Amount.
Retained Amount. At the Closing, the Transferee shall retain an amount in Units equal to $12,500,000 for payment to the TCR Parties on January 1, 2000 (the "RETAINED AMOUNT") subject to decrease, if any, as provided in Section 3.8 hereof or Article 18 hereof, determined by dividing the applicable dollar amount by the average of the closing prices of the Shares on the New York Stock Exchange during the period of fifteen (15) consecutive trading days concluding with the last trading day that is three (3) days before the date of issuance.
Retained Amount. As additional consideration for the agreement of GECC, the Lenders and the LC Lenders to accept the Back-to-Back LC and release Borrower Collateral under the terms of this Agreement, the SPE Borrower agrees that GECC may retain cash proceeds of the Receivables in an amount equal to $5,140,000 (the “Retained Amount”) to secure the obligations of the SPE Borrower, including, without limitation, the SPE Borrower’s obligation to pay Fees, including, without limitation, Fees due to the Administrative Agent and each Lender, LC Lender Fees and fronting fees due to LC Lenders, Reimbursement Obligations, and those obligations that survive the termination of the Credit Agreement and the other Transaction Documents on the Release Date. The SPE Borrower agrees that the security interest of the Administrative Agent under the Credit Agreement shall continue in the Retained Amount after any release of other collateral pursuant to Paragraph 7. The Administrative Agent shall deposit funds representing the Retained Amount in a segregated deposit account or other account of the Administrative Agent to be held as collateral for such obligations. Any portion of the Retained Amount that has not been applied to pay such obligations as of the later of (i) the effective date of the Debtors’ plan of reorganization in the Chapter 11 Cases and (ii) the second (2nd) anniversary of the Petition Date shall be returned to the Originator by the Administrative Agent on such date without further demand required therefor or other action required with respect thereto; provided, however, if any suits, actions, proceedings or claims are pending or threatened against any Indemnified Person asserting any damages, losses or liabilities that are Indemnified Amounts, then the Administrative Agent may continue to hold the Retained Amount as collateral until the resolution of any such suit, action, proceeding or claim at which time such Retained Amounts may be applied to any Indemnified Amounts then owing. Upon the return of the portion of the Retained Amount to the Originator by the Administrative Agent pursuant hereto, the security interest of the Administrative Agent in the Retained Amount or any portion thereof shall be automatically released on such date.
Retained Amount. 5 c. REINSURER'S AUTOMATIC ACCEPTANCE LIMITS. ............................5 d. AUTOMATIC IN FORCE AND APPLIED FOR LIMIT. ...........................5 e. RESIDENCE............................................................5 f. MINIMUM CESSION .....................................................5 g. NO PRIOR FACULTATIVE SUBMISSIONS.....................................5
Retained Amount. The Ceding Company will retain, and not otherwise reinsure, an amount of insurance on each life equal to its quota share percentage amount of the policy as set forth in Section 2.a.
