Shortfall Event Sample Clauses

Shortfall Event. (e) In any payment month for which the Loan Payment is received at the CFG Payment Account later than the Payment Date, or is less than the payment amount due under the terms of this Loan Agreement, CFG will have the option to declare a Shortfall. If more than one Shortfall has occurred and been declared by CFG during the term of the Loan, CFG has the option, at its sole discretion, to declare a Default. If a Shortfall is declared, all available cash then and subsequently received shall be distributed as follows: first to cover any and all penalties and incurred expenses, second to accrued interest and finally to Loan principal. This distribution priority shall obtain until such Shortfall has been cured to the satisfaction of CFG.
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Shortfall Event. In the event that,
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Shortfall Event provision of Payment Support Loans
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Shortfall Event. At the written direction of Purchaser (given to the Company within 120 days of Purchaser obtaining notice of a Shortfall Event), the Company shall use its reasonable best efforts to sell the Cherokee Facility, the Xxxxx Facility or the Climate Control Business as soon as practicable following receipt of such written direction and, in any event, within 180 days thereof.
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Shortfall Event. Notwithstanding anything herein to the contrary and for the avoidance of doubt, upon the occurrence of a liquidation, bankruptcy, insolvency proceeding, winding up, reorganization, other insolvency proceeding or dissolution of the Company or Pubco, or a mandatory redemption of the Pubco Preferred Stock, or Sale of the Company (as defined in the Certificate of Designation), for so long as a Shortfall Event (as defined in the Purchase Agreement) has occurred and is continuing, the Company shall not make any distributions or other payments to the holders of LLC Units or other junior equity interests of the Company until the maximum amount of any and all amounts owed to Pubco on the Preferred Units and/or for any expenses, liabilities or other obligations described in Section 13.01 of this Agreement have been distributed, indemnified, reimbursed or otherwise paid in full. In addition, each Member and the Company agrees that Pubco shall have the right to specifically enforce the provisions of this Section 3.02(h) through use of any remedy to which such parties are entitled at law or in equity.
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Shortfall Event. Upon the occurrence of a liquidation, bankruptcy, insolvency proceeding, winding up, reorganization, other insolvency proceeding or dissolution of the Company or the Operating LLC, or a mandatory redemption, or Sale of the Company, in each case in which the holders of the Convertible Preferred Stock do not receive the full Mandatory Redemption Price, Fixed Liquidation Preference, accrued Preferential Return or other amount to which such holders would otherwise be entitled (a “Shortfall Event”), the Operating LLC shall pay or cause to be paid, to the Company an amount in cash (or if no cash is available for distribution, other assets with a corresponding fair market value) in preference and priority to any payments or distributions of any kind to the holders of any LLC Units (as defined in the LLCA) or other junior equity interests of the Operating LLC the maximum amount of any and all amounts required to be distributed, indemnified, reimbursed or otherwise paid by the Operating LLC (i) on the Preferred Units (as defined in the LLCA) of the Operating LLC and/or (ii) with respect to any expenses, liabilities or other obligations described in Section 13.01 of the LLCA (such amounts, the “Company Priority Amounts”). For so long as a Shortfall Event has occurred and is continuing, until the Company has received the maximum amount of any and all Company Priority Amounts, no distributions or other payments may be made to any holders of LLC Units (as defined in the LLCA) or other junior equity interests of the Operating LLC. Each of the Purchasers, the Company and the Operating LLC acknowledge and agree to the foregoing, will take all necessary steps or actions to effect the foregoing and agree not to contest the validity, priority or enforceability of the Company Priority Amounts or this provision. For so long as a Shortfall Event has occurred and is continuing, if the Company does not take all necessary steps to cause the Operating LLC to enforce all of its rights in respect of the Company Priority Amounts, the Purchasers shall be entitled to take all actions necessary to direct or force the Company to acquire the maximum amount of any and all amounts required to be distributed, indemnified, reimbursed or otherwise paid by the Operating LLC to the Company in respect of the Company Priority Amounts as express third-party beneficiaries of this provision and Sections 3.02(h) and 13.01 of the LLCA.
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Shortfall Event. In the event the aggregate Value (as defined below) of all of the Shares issued, measured as of the effective date of the Resale Registration Statement (the “Effective Date”), is less than five million five hundred thousand dollars (US$5,500,000), the Company shall reimburse the Purchaser for the difference in value (the “Shortfall Amount”) as follows:
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Related to Shortfall Event

  • Payment in the Event Losses Fail to Reach Expected Level On the date that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the Final Shared Loss Month, or upon the final disposition of all Shared Loss Assets under this Single Family Shared-Loss Agreement at any time after the termination of the Commercial Shared-Loss Agreement, the Assuming Institution shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent (20%) of the Intrinsic Loss Estimate less (ii) the sum of (A) twenty-five percent (25%) of the asset premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The Assuming Institution shall deliver to the Receiver not later than 30 days following the True-Up Measurement Date, a schedule, signed by an officer of the Assuming Institution, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss Payments and the Cumulative Servicing Amount.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Acceleration Event The Company shall give Employee at least ten (10) business days’ notice (or, if not practicable, such shorter notice as may be reasonably practicable) prior to the anticipated closing date of a transaction which the Board of Directors of the Company determines to be a change of control of the Company in circumstances where it is appropriate to accelerate the vesting of employee stock options. Upon receipt of such notice, all stock options of Employee shall become immediately exercisable in full, and until the day before such anticipated closing date (or such shorter period as the Company shall reasonably determine and so notify Employee), Employee shall be permitted to exercise all options with respect to up to the entire number of shares of the Company’s common stock covered thereby. The Company may in such notice require that upon the close of the period described above during which an option may be so exercised such option shall terminate to the extent that it has not theretofore been exercised. Notwithstanding the foregoing, in the event the event which was the subject of such notice is not closed, options which were exercised shall be deemed not to have been exercised, any consideration received by the Company on account of the exercise price thereof shall be returned, and such options shall be exercisable thereafter (disregarding any acceleration of vesting as provided for above, which shall then be of no effect) to the same extent they would have been exercisable if no such notice had been given.

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Trigger Event A Trigger Event means, for purposes of this Agreement, the occurrence of any one of the following events:

  • Termination Event; Notice The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Purchase Contract Payments (including any deferred or accrued and unpaid Purchase Contract Payments), if the Company shall have such obligation, and the rights and obligations of Holders to purchase Common Stock, shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred.

  • Payments Following a Sequential Pay Event Payments of interest and principal shall be made to the Noteholders in accordance with Section 3 of this Agreement; provided that, if a Sequential Pay Event, as determined by the applicable Servicer and as set forth in the Servicing Agreement, shall have occurred and be continuing, all amounts tendered by the Mortgage Loan Borrower or otherwise available for payment on or with respect to or in connection with the Mortgage Loan or the Mortgaged Property or amounts realized as proceeds thereof (including, without limitation, amounts received by the Master Servicer or Special Servicer pursuant to the Servicing Agreement as reimbursements on account of recoveries in respect of Advances), whether received in the form of Monthly Payments, Balloon Payment, Liquidation Proceeds, proceeds under any guaranty or indemnity, letter of credit or other collateral or instrument securing the Mortgage Loan or Insurance and Condemnation Proceeds (other than proceeds, awards or settlements to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgage Loan Borrower in accordance with the terms of the Mortgage Loan Documents, to the extent permitted by the REMIC Provisions), but excluding (x) all amounts for reserves or escrows required by the Mortgage Loan Documents deemed appropriate by the Servicer in accordance with the Servicing Standard to continue to be held as reserves or escrows or received as reimbursements on account of recoveries in respect of Advances then due and payable or reimbursable to any Servicer under Servicing Agreement and (y) all amounts that are then due, payable or reimbursable to any Servicer, Securitization Operating Advisor, Certificate Administrator, Asset Representations Reviewer or Trustee with respect to this Mortgage Loan pursuant to the Servicing Agreement with respect to the Mortgage Loan, shall be applied by the Senior Noteholder (or its designee) and distributed by the Servicer for payment in the following order of priority without duplication (and payments shall be made at such times as are set forth in the Servicing Agreement):

  • Additional Termination Event If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

  • Flip-in Event (a) Subject to Subsection 3.1(b) and Section 5.1, if prior to the Expiration Time a Flip-in Event occurs, each Right shall constitute, effective at the close of business on the tenth Trading Day after the Stock Acquisition Date, the right to purchase from the Corporation, upon exercise thereof in accordance with the terms hereof, that number of Common Shares having an aggregate Market Price on the date of consummation or occurrence of such Flip-in Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in a manner analogous to the applicable adjustment provided for in Section 2.3 in the event that after such consummation or occurrence, an event of a type analogous to any of the events described in Section 2.3 shall have occurred).

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