SEGREGATION OF THE FUND Sample Clauses

SEGREGATION OF THE FUND. (a) The Escrow Agent shall segregate from the Indemnification Escrow Amount and transfer into a separate account (the "Pending Claims Account") maintained by the Escrow Agent for the benefit of Acquiror and the Target's shareholders the portion of the Indemnification Escrowed Property that may be necessary to satisfy in full all Pending Claims (as defined below), and shall hold such portion in accordance with this Section 5. "Pending Claims" shall mean unresolved Claims (as defined in Section 8) that are the subject of one or more Claims Notices delivered under Section 8(b). Such segregated Indemnification Escrowed Property will be invested pursuant to Section 2.
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SEGREGATION OF THE FUND. (a) Notwithstanding any other provision of this Agreement to the contrary, from and after such time as the Escrow Agent shall receive notification from either of Buyer or the Representative that the aggregate amount of Buyer Indemnified Costs with respect to all Claims (as defined in Section 8) asserted by Indemnitees exceeds the Minimum Loss (as defined in the Merger Agreement), the Escrow Agent shall segregate from the Atrium Indemnity Account and transfer into a separate account (the "Pending Claims Account") maintained by the Escrow Agent for the benefit of Buyer and the Securityholders the portion of the Escrow Amount equal to the amount of all Buyer Indemnified
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SEGREGATION OF THE FUND. (a) The Escrow Agent shall segregate from the Escrow Account and transfer into a separate account (the "PENDING CLAIMS ACCOUNT") maintained by the Escrow Agent for the benefit of Buyer and Seller the portion of the Escrowed Property (together with the Interest) that may be necessary to satisfy in full all Pending Claims (as defined below), and shall hold such portion in accordance with this Section 5. "PENDING CLAIMS" shall mean unresolved Claims (as defined in Section 8) that are the subject of Claims Notices delivered under Section 8(b). Such segregated Escrowed Property (together with the Interest) will be invested pursuant to Section 2. (b) Any portion of the Escrowed Property segregated under Section 5(a) shall continue to be segregated (together with the interest, dividends, and other income earned thereon) by the Escrow Agent until the Escrow Agent is directed to release such Escrowed Property by (i) written instructions signed by Buyer and Seller instructing the Escrow Agent how to pay all or any portion of such segregated Escrowed Property (together with the Interest) or (ii) a copy of a Final
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SEGREGATION OF THE FUND. (a) Notwithstanding any other provision of this Agreement to the contrary, from and after such time as the Escrow Agent shall receive notification that the aggregate amount of Buyer Indemnified Costs (as defined in the Purchase Agreement) with respect to all Claims (as defined in Section 8) asserted by the Indemnitees exceeds the Minimum Loss (as defined in the Purchase Agreement), the Escrow Agent shall segregate from the Atrium Escrow Account and transfer into a separate account maintained by the Escrow Agent for the benefit of the Company, the Buyer and the Atrium Indemnitors (the "Pending Claim Account") the portion of the Escrow Property that may be necessary to satisfy in full all Pending Claims (as defined below) in excess of the Minimum Loss, and shall hold such portion in accordance with this Section 5. "Pending Claims" shall mean unresolved Claims that are the subject of Claim Notices delivered under Section 8(d).
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SEGREGATION OF THE FUND. (a) (i) Notwithstanding any other provision of this Agreement to the contrary, from and after such time as the Escrow Agent shall receive notification that the aggregate amount of Buyer Indemnified Costs (as defined in the Purchase Agreement) with respect to all Buyer Claims (as defined in Section 8) asserted by the Indemnitees exceeds the Minimum Loss (as defined in the Purchase Agreement), the Escrow Agent shall segregate from the Bishxx
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Related to SEGREGATION OF THE FUND

  • Segregation of Funds Parent will cause ExchangeCo to deposit a sufficient amount of funds in a separate account of ExchangeCo and segregate a sufficient amount of such other assets and property as is necessary to enable ExchangeCo to pay dividends when due and to pay or otherwise satisfy its respective obligations under Article 5, 6 or 7 of the Share Provisions, as applicable.

  • Segregation All Securities and non-cash property held by the Custodian for the account of the Fund (other than Securities maintained in a Securities Depository, Eligible Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian (including the Securities and non-cash property of the other series of the Trust, if applicable) and shall be identified as subject to this Agreement.

  • COMPENSATION OF THE MANAGER BY FUND For all services to be rendered and payments made as provided in Sections 1, 2 and 4 hereof, the Fund will accrue daily and pay the Manager monthly, or at such other intervals as the Fund and Manager may agree, a fee based on the average of the values placed on the net assets of each Series of the Fund as of the time of determination of the net asset value on each trading day throughout the month in accordance with Schedule 1 attached hereto. Net asset value shall be determined pursuant to applicable provisions of the Articles of Incorporation of the Fund. If pursuant to such provisions the determination of net asset value is suspended, then for the purposes of this Section 5 the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets for each day the suspension continues. The Manager may, at its option, waive all or part of its compensation for such period of time as it deems necessary or appropriate.

  • Segregation of Collections The Servicer will:

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • General Account All assets of SBL other than those allocated to the Separate Account or any other separate account of SBL. GUARANTEE PERIOD Current Interest, if declared, is fixed for rolling periods of one or more years, referred to as Guarantee Periods. SBL may offer Guarantee Periods of different durations. The Guarantee Period that applies to any Fixed Account Contract Value:

  • Administration of the Trust Fund Section 4.01

  • Permitted Withdrawals from the Custodial Account (a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes:

  • Permitted Withdrawals from the Collection Account The Servicer may, from time to time, withdraw funds from the Collection Account for the following purposes:

  • Administration of the Collection Account Funds on deposit in the Collection Account that are not both deposited and to be withdrawn on the same date shall be invested in Permitted Investments. Any such investment shall mature and such funds shall be available for withdrawal on or prior to the Series Transfer Date related to the Monthly Period in which such funds were received or deposited, or if so specified in the related Series Supplement, immediately preceding a Payment Date. Wilmington Trust, National Association is hereby appointed as the initial securities intermediary hereunder (the “Securities Intermediary”) and accepts such appointment. The Securities Intermediary represents, warrants, and covenants, and the parties hereto agree, that at all times prior to the termination of this Indenture: (i) the Securities Intermediary shall be a bank that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity hereunder; (ii) the Collection Account shall be an account maintained with the Securities Intermediary to which financial assets may be credited and the Securities Intermediary shall treat the Trustee as entitled to exercise the rights that comprise such financial assets; (iii) each item of property credited to the Collection Account shall be treated as a financial asset; (iv) the Securities Intermediary shall comply with entitlement orders originated by the Trustee without further consent by the Issuer or any other Person; (v) the Securities Intermediary waives any Lien on any property credited to the Collection Account, and (vi) the Securities Intermediary agrees that its jurisdiction for purposes of Section 8-110 and Section 9-305(a)(3) of the UCC shall be New York. The Securities Intermediary shall maintain for the benefit of the Secured Parties, possession or control of each other Permitted Investment (including any negotiable instruments, if any, evidencing such Permitted Investments) not credited to or deposited in a Trust Account (other than such as are described in clause (b) of the definition thereof); provided that no Permitted Investment shall be disposed of prior to its maturity date if such disposition would result in a loss. Nothing herein shall impose upon the Securities Intermediary any duties or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC. The Securities Intermediary shall be entitled to all of the protections available to a securities intermediary under the UCC. At the end of each month, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be treated as Investment Earnings. If at the end of a month losses and investment expenses on funds on deposit in the Collection Account exceed interest and earnings on such funds during such month, losses and expenses to the extent of such excess will be allocated, with respect to any Series, among the Noteholders of such Series and the Issuer as provided in the related Series Supplement. Subject to the restrictions set forth above, the Issuer, or a Person designated in writing by the Issuer, of which the Trustee shall have received written notification thereof, shall have the authority to instruct the Trustee with respect to the investment of funds on deposit in the Collection Account.

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