Set Aside Account Clause Samples

Set Aside Account. (a) The Selling Stockholder shall hold the Set Aside Amount in the Set Aside Account for a period of eighteen (18) months from and after the Closing (the “Set Aside Account Period”) and, subject to the terms and conditions of this Section 7.8, shall invest the Set Aside Amount in accordance with Section 7.8(e). (b) If an Indemnification Claim is made by Purchaser in accordance with the provisions of Article IX prior to the expiration of the Set Aside Account Period (other than an Indemnification Claim related to a breach of Section 7.1 by a Seller), and such amount or a portion thereof is required to be paid or determined to be required to be paid by all or any Seller in accordance with this Agreement, then such payment shall be made to Purchaser by the Selling Stockholder from the Set Aside Account by wire transfer in immediately available funds into an account specified by Purchaser within ten (10) days. The Set Aside Amount less any payments to Purchaser in accordance with this Section 7.8(b) shall be referred to herein as the “Remaining Amount.” (c) Upon the expiration of the Set Aside Account Period, the Remaining Amount shall no longer be subject to the restrictions of Sections 7.8(a) and 7.8(d) and may be distributed from the Set Aside Account in any manner deemed appropriate by the Selling Stockholder; provided, however, that if an Indemnification Claim is made by Purchaser prior to the expiration of the Set Aside Account Period and such Indemnification Claim has not been resolved by the parties at the expiration of the Set Aside Account Period, the provisions of this Section 7.8(c) shall only apply to the Remaining Amount less the amount of Indemnification Claim made by Purchaser until such time as the Indemnification Claim is resolved in accordance with the provisions of this Agreement. Upon resolution of such Indemnification Claim in accordance with the provisions of this Agreement, (i) if such Indemnification Claim is resolved wholly or partially in favor of Purchaser then the Selling Stockholder shall pay the amount owed to Purchaser in respect of such Indemnification Claim from the Set Aside Account, and the funds remaining in the Set Aside Account after such payment (if any) may be distributed from the Set Aside Account in any manner deemed appropriate by the Selling Stockholder, and (ii) if such Indemnification Claim is resolved wholly in favor of the Sellers, then the funds in the Set Aside Account may be distributed from the Set Aside Acc...
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Related to Set Aside Account

  • Payment Set Aside To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

  • Payments Set Aside To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

  • No Distributions Make any Distribution except Permitted Distributions.

  • Distributions; Upstream Payments Declare or make any Distributions, except Upstream Payments and Permitted Distributions; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary of Parent to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on Schedule 9.1.15.

  • No Distribution Except with respect to any Shares that may be offered and sold pursuant to the Registration Statement, Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.