Retention Account Sample Clauses

Retention Account credits and withdrawals 8.8.1 Unless and until there shall occur an Event of Default which is continuing unremedied or unwaived (whereupon the provisions of clause 8.12 shall apply and subject to the Security Documents), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrower undertakes to give an irrevocable and unconditional instruction to the Account Bank so to apply the same) in the following manner: (a) upon each Repayment Date in or towards payment to (i) the Agent of the instalment then falling due for repayment and the amount of interest then due and (ii) to the Swap Providers of amounts then falling due under the Swap Agreements (if any). Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement and the Swap Agreements but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same; and (b) following any application by the Account Bank pursuant to sub-clause (a) above, in transfer to the Revenue Account of any moneys standing to the credit of the Retention Account. 8.8.2 Unless the Agent otherwise agrees in writing and subject to clause 8.8.1, the Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. If the Note Trustee enforces the security created under this Current Issuer Deed of Charge at a time when either no amounts or not all amounts owing in respect of the Current Issuer Secured Obligations have become due and payable or any of the Current Issuer Secured Obligations are at such time contingent or future, the Note Trustee or a Receiver may, for so long as no such amounts or not all such amounts have become due and payable or any of the Current Issuer Secured Obligations are at such time contingent or future, pay any monies referred to in Clause 8.3 (Current Issuer Post-Enforcement Priority of Payments), as the case may be, into, and retain such monies in, an interest-bearing account (a "retention account") to be held by it as security and applied by it in accordance with Clause 8.3 (Current Issuer Post-Enforcement Priority of Payments) as and when any of the amounts referred to therein become due and payable.

Retention Account. The Administrative Agent has established and shall maintain the Retention Account with the Depositary. The Retention Account shall be registered in the name of the Administrative Agent and the Administrative Agent shall, subject to the terms of this Agreement, have exclusive dominion and control thereof and of all monies, instruments and other property from time to time on deposit therein.

Retention Account credits and withdrawals 19.3.1 The Borrower hereby undertakes with the Finance Parties that it shall, from the date of this Agreement, on each Retention Date pay to the Security Agent for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Operating Accounts and/or the DnB Operating Accounts (or any of them) as at the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred between the Operating Accounts and/or the DnB Operating Accounts (or any of them) to the Retention Account on that Retention Date (and in respect of the Operating Accounts (other than the CNSA Account) the Borrower hereby irrevocably authorises the Security Agent to effect each such transfer) and to that extent the Borrower’s obligations to make the payments referred to in this clause 19.3.1 shall have been fulfilled upon such transfer being effected. 19.3.2 Unless and until there shall occur an Event of Default (whereupon the provisions of clause 19.5 (Application of Accounts) shall apply), all Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied as directed by the Agent (and the Borrower hereby irrevocably authorises the Security Agent so to apply the same) in the following manner: (a) upon each Repayment Date, and on each day that interest is payable pursuant to clause 10.3 (Payment of interest), in or towards payment to the Lenders of the instalments then falling due for repayment or (as the case may be) the amount of interest then due. Each such application by the Agent shall constitute a payment in or towards satisfaction of the Borrower’s corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the application by the Security Agent pursuant to this clause 19.3.2 (a) is insufficient to meet the same; and (b) following any application by the Agent pursuant to clause 19.3.2(a), in transfer to the Working Capital Account of any moneys standing to the credit of the Retention Account to the extent that such moneys do not constitute Retention Amounts previously transferred to the Retention Account pursuant to clause 19.3.1. 19.3.3 Unless the Lenders otherwise agree in writing and subject to clause 19.3.2, the Borrow...

Retention Account. The vested portion of the Participant's Retention Account shall be distributed to the Participant upon the termination of employment with the Company.

Retention Account. (a) Upon a Change in Control, the Retention Amount shall be deposited into a separate account under the exclusive control of the Administrator (the "Retention Account"). (b) Any cash to be deposited into the Retention Account may be held in an interest-bearing bank account, invested by the Administrator in short-term U.S. government securities or other short-term investments to be determined by the Administrator in its sole discretion. Any income derived from such deposits or investments shall be deposited in the Retention Account and shall be distributed in accordance with these Retention Account Procedures. (c) If (i) the Employee is continuously employed by any of the Avatar Entities through the Retention Period until the Retention Date, then on or promptly following the Retention Date, the Administrator shall distribute the Retention Amount to the Employee, or (ii) the Employee's employment is terminated for any reason prior to the Retention Date, subject to paragraph (d) below, Avatar (or its successor) and the Employee shall notify the Administrator, in a writing signed by the Employee and Chairman of the Board of Avatar (or its successor) (the "Joint Notice"), of the agreement between Avatar and the Employee directing the Administrator to disburse the Retention Amount pursuant to the Applicable Agreements. (d) The Administrator shall have no right to make an independent determination as to the circumstances in which the Employee's employment was terminated or as to its duty to disburse monies or other property from the Retention Account. If, at any time, there shall exist any dispute between Avatar (or its successor) and the Employee as to the employment status of the Employee, the circumstances in which such employment was terminated or the holding or disposition of monies and/or property from the Retention Account, the Administrator may (i) refrain from disbursing any monies and/or property from the Retention Account until (x) the rights of Avatar (and any successor) and the Employee (or Employee's heirs, executors or administrators) with respect to such monies and/or property shall have been fully and finally adjudicated by a non-appealable final order, decree or judgment of a court of competent jurisdiction or (y) all such disputes shall have been resolved and the Administrator shall have received a Joint Notice to that effect or (ii) deposit the monies and/or property held in the Retention Account in the registry of a court of competent jurisdi...

Retention Account. Evidence that the Retention Account has been opened by the Borrowers and duly completed mandates in relation thereto have been delivered to the Bank

Retention Account. 9.1 Following Completion, the Retention Sum shall be held in the Retention Account in accordance with the terms of this clause 9 and the Escrow Letter. 9.2 Any interest that accrues on the credit balance on the Retention Account from time to time shall be credited to the Retention Account and shall be distributed as provided in this clause 9. 9.3 The liability to taxation on any interest on any amount in the Retention Account shall be borne by the party ultimately entitled to that interest. 9.4 The Buyer and the Warrantors shall promptly provide such instructions to the Escrow Agent (where relevant in the form specified by the Escrow Letter) and take all other actions in relation to the Retention Account as are necessary to give effect to the provisions of this clause 9. 9.5 The amount of the Retention Sum shall not be regarded as imposing any limit on the amount of any claims under this agreement. 9.6 No amount shall be released from the Retention Account otherwise than in accordance with this clause 9 and the terms of the Escrow Letter. 9.7 If a Notified Claim arises and is Resolved on or before the Release Date, the parties shall, as soon as reasonably practicable and in any event within 5 Business Days of the Notified Claim being Resolved, instruct the Escrow Agent to release to the Buyer from the Retention Account the Due Amount in respect of that Notified Claim (or, if lower, the amount standing to the credit of the Retention Account). 9.8 On the Release Date, the parties shall instruct the Escrow Agent to release to the Warrantors from the Retention Account an amount (if anything) equal to the remaining balance of the Escrow Sum standing to the credit of the Retention Account less the following sums: 9.8.1 if there are any Outstanding Claims, an amount equal to the Buyer’s reasonable estimate of the Warrantors’ aggregate liability in respect of those Outstanding Claims; and 9.8.2 any Due Amounts to the extent they have not been satisfied in accordance with clause 9.7 or otherwise on or before the Release Date. 9.9 If, following the Release Date, the Escrow Sum (or any part of it) continues to be held in the Retention Account pending resolution of any Outstanding Claims, the following provisions shall apply: 9.9.1 upon an Outstanding Claim being Resolved, the parties shall, as soon as reasonably practicable and in any event within 5 Business Days of the Outstanding Claim being Resolved, instruct the Escrow Agent to release to the Buyer from the Reten...

Retention Account. The provisions of Schedule 6 apply in relation to the Retention Account.