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 cash (with the type of consideration determined by the Contributors) 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, in the case of Units comprising the Retained Amount, 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. 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. The parties hereto agree and acknowledge that for purposes of Article 5 and Article 6 of the Partnership Agreement any Partnership Units retained by the Contributee (as all or part of the Retained Amount) pursuant to Section 3.7 of the Contribution and Sale Agreement shall be treated as if such Partnership Units were owned by the applicable Limited Partners unless and until such Partnership Units are used for offset as provided in Section 19.5 of the Contribution and Sale Agreement.
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.
Retained Amount. Notwithstanding the requirements of Section 4.1, the Practice shall be entitled to retain, on a monthly basis, a draw of at least $ 107,500 (the “Retained Amount”). The Company shall prepare for the Practice a quarterly reconciliation of the exact Billing and Collection Fee and the General Management Services Fee due against the Retained Amount and shall pay any amount due either the Company or the Practice within 45 days. In addition, the Company shall prepare an analysis to verify Practice Revenues on an accrual basis versus cash basis.
Retained Amount. Wellcome will retain up to ten percent (10%) of the Facility, subject to a maximum amount of one hundred thousand pounds sterling (the “Retained Amount”) until the following have been satisfied: achievement of Milestone [3] in accordance with Clause 2.8 above; receipt of an End of Award Report and EASR acceptable to Wellcome in accordance with Clause 2.9 above; and unless Wellcome agrees otherwise, research papers supported in whole or in part by the Loan have been confirmed to be compliant with Wellcome’s Open Access policy as set out in the Wellcome Policies. On the satisfaction of (a) to (c) above, the Company may draw down the Retained Amount by submitting a signed Drawdown Notice to Wellcome.
Retained Amount. (a) Throughout the Term, the Practice shall retain an annual amount equal to 40% of the EBITDA or the Minimum Retained Amount (as defined in Section 4.2(b), below), whichever is greater (the “Retained Amount”). The Retained Amount is payable in monthly installments within 20 days after the end of each calendar month, and shall be paid from the Company Account. The Retained Amount for any partial period shall be prorated.
(b) The Retained Amount shall be no less than the amounts set forth below in Sections 4.2(b)(i)-(ii) (collectively, the “Minimum Retained Amount”). In no event shall the Minimum Retained Amount be construed to reduce the amount of the Retained Amount otherwise due the Practice. For purposes of calculating the Minimum Retained Amount, the twelve-month period commencing on the Effective Date and ending on the first anniversary of the Term shall be referred to as “Year One,” the subsequent year ending on the second anniversary of the Term shall be referred to as “Year Two,” and so on.
(i) During Year One through Year Three, the Minimum Retained Amount shall be Four Hundred Twenty-Five Thousand Dollars ($425,000) multiplied by an initial factor of 13 Physicians, for an aggregate annual payment not to exceed $5,525,000.
(ii) During Year Four through Year Ten, the Minimum Retained Amount shall be Four Hundred Fifty Thousand Dollars ($450,000) multiplied by an initial factor of 13 Physicians, for an aggregate annual payment not to exceed $5,850,000.
(c) Notwithstanding the foregoing, in the event that Practice Revenues in any annual period (adjusted for the period from the Effective Date to December 31, 2006) are less than $24,000,000, the Retained Amount in the subsequent period shall be reduced by the following formula, not to exceed $50,000 per Physician or $650,000 in the aggregate (whichever sum is less) in any individual year: $ 30,000 X ($24,000,000 minus actual Practice Revenues) / $ 1,000,000 = Reduction of Retained Amount.
(d) The Minimum Retained Amount may be increased by the mutual agreement of the Parties in the event the Practice opens new Cancer Centers.
