Seller Post-Closing Obligations Regarding Met-Sourced Accounts Sample Clauses

Seller Post-Closing Obligations Regarding Met-Sourced Accounts. (a) Each of Seller Parent and Seller agree that in the event that any Client or any other Person (including in either case Seller or one of its Affiliates) shall (i) terminate any Met-Sourced Account as identified on the Hold Harmless Schedule as of the Closing or otherwise deemed to be a Met-Sourced Account as of the Closing or (ii) otherwise, in one or a series of transactions, withdraw, redeem, reduce or remove assets from any such Met-Sourced Account in an aggregate amount which, when taken together with all prior withdrawals, redemptions, reductions and removals, is equal to or greater than (x) in respect of the aggregate amount of additions or contributions, as the case may be, after the date hereof to any Met-Sourced Account existing on the date hereof or created hereafter of general account or other assets (including any such assets in the form of funding agreements, guaranteed investment contracts or fixed annuities) of the Seller Parent or any Affiliate under its Control (any such additions or contributions of assets, “Additional Assets”), ten percent (10%) of the aggregate amount of such Additional Assets, and (y) in respect of the aggregate amount of assets under management in any Met-Sourced Account other than any Additional Assets (such aggregate in respect of any Met-Sourced Account, “Existing Assets”), fifty percent (50%) (in the case of (x) and (y), measured as a percentage of the aggregate amount of such Additional Assets or Existing Assets, as applicable, under management or deemed to have been under management in such Met-Sourced Account as of the last day of the calendar month ending prior to the Closing Date) prior to the fifth (5th) anniversary of the Closing Date for any reason (any such termination or withdrawal, redemption, reduction or removal, a “Trigger Event”), Seller shall pay, and Seller Parent shall cause Seller to pay, to Buyer the applicable amount, if any, in respect of any such Trigger Event(s) pursuant to subsection (b) of this Section 1.8. For all purposes of this Section 1.8, the date on which a Trigger Event shall be deemed to have occurred shall be the date on which such Met-Sourced Account is terminated or the date on which such assets are actually withdrawn, redeemed, reduced or removed (or, in the case of any quarter ending after the fifth (5th) anniversary of the Closing Date, if earlier, the date on which Seller or one of its Affiliates or Buyer Parent or one of its Affiliates receives written notice from the ...
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Related to Seller Post-Closing Obligations Regarding Met-Sourced Accounts

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Seller’s Closing Obligations At Closing, Seller shall deliver to Buyer the following:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Closing Obligations At the Closing:

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

  • Control Accounts; Approved Deposit Accounts Each Loan Party shall (i) deposit in an Approved Deposit Account all Cash it receives, (ii) not establish or maintain any Securities Account or Commodities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than an Approved Deposit Account, provided however that notwithstanding the foregoing, each Loan Party may (w) maintain zero-balance accounts for the purpose of managing local disbursements and collections and may maintain payroll, withholding tax and other fiduciary accounts, (x) maintain accounts into which amounts are paid by a governmental entity pursuant to one or more Health Care Laws so long as the amounts on deposit therein are transferred each Business Day to an Approved Deposit Account or any other account permitted to be so utilized under this Section 5.14, (y) maintain other accounts as long as the aggregate monthly average daily balance over the immediately preceding 12-month period for all such Loan Parties in all such other accounts does not exceed $3,000,000 at any time and (z) make pledges or cash deposits permitted by Section 6.02.

  • Communications Regarding Demands to Repurchase Receivables The Indenture Trustee shall provide prompt notice to World Omni and the Depositor of all demands received by a Responsible Officer of the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request and at the sole cost and expense of either World Omni or the Depositor, provide (x) notification to World Omni and the Depositor with respect to any actions taken by the Indenture Trustee or determinations made by the Indenture Trustee, in each case with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, and (y) any other records or information reasonably requested by World Omni or the Depositor, as applicable, that is in the Indenture Trustee’s possession and reasonably accessible to it, such notifications to be provided by the Indenture Trustee as soon as practicable and in any event within five (5) Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and World Omni or the Depositor, as applicable. Such notices shall be provided to World Omni and the Depositor at: (a) in the case of World Omni, World Omni Financial Corp., 100 Xxx Xxxxx Boulevard, Deerfield Beach, Florida 33442, Telecopy: (000) 000-0000, Attention: Treasurer, and (b) in the case of the Depositor, to World Omni Auto Receivables LLC, 100 Xxx Xxxxx Boulevard, Deerfield Beach, Florida 33442, Telecopy: (000) 000-0000, Attention: Treasurer, or at such other address or by such other means of communication as may be specified by World Omni or the Depositor to the Indenture Trustee from time to time. The Indenture Trustee and the Issuing Entity acknowledge and agree that the purpose of this Section 6.14 is to facilitate compliance by World Omni and the Depositor with Rule 15Ga-1 under the Exchange Act, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by World Omni and the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with World Omni and the Depositor to deliver any and all records and any other information necessary in the good faith determination of World Omni and the Depositor to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB, nor shall the Indenture Trustee have any duty or obligation to undertake any investigation or inquiry related to repurchase activity or otherwise to assume any additional duties or responsibilities in respect of the Indenture or the Sale and Servicing Agreement or the transactions contemplated thereby, other than any express duties or obligations as Indenture Trustee under this Indenture.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

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