TERMINATION: RETENTION OF FUNDS Sample Clauses

TERMINATION: RETENTION OF FUNDS. As of the date of the final determination and payment of the Post- Closing Adjustment to Surviving Corporation pursuant to Section 3.1 hereof (the "ADJUSTMENT DATE"), the following procedures shall govern the application of the Escrow Amount. On the Adjustment Date the Escrow Agent shall pay and deliver to Holder Representative for the ratable benefit of Principal Holders the balance of the Escrow Amount, in accordance with written instructions delivered by the parties hereto; PROVIDED that if prior to the Adjustment Date Surviving Corporation shall have provided one or more notices of an adjustment pursuant to SECTION 3.1 hereof, then that portion of the balance of the Escrow Account (without giving effect to any Earnings) equal to the aggregate of all such adjustments shall not be paid and delivered to Holder Representative until the amount, if any, due to Surviving Corporation in respect of all such adjustments shall have been determined by delivery to the Escrow Agent of one or more Joint Instructions.
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TERMINATION: RETENTION OF FUNDS. As of the date of the final determination and payment of any sums due Holders pursuant to Section 3.1 hereof (the "ADJUSTMENT DATE"), the following procedures shall govern the application of the Contingent Payment Escrow Amount. On the Adjustment Date the Contingent Payment Escrow Agent shall pay and deliver to Acquisition the balance of the Contingent Payment Escrow Amount, in accordance with written instructions delivered by the parties hereto.
Sample 1

Related to TERMINATION: RETENTION OF FUNDS

  • Termination of Fund At any time following the first anniversary of the Closing Date, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Paying Agent and which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look only to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the payment of any Merger Consideration that may be payable upon surrender of any Certificates held by such holders, as determined pursuant to this Agreement, without any interest thereon. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

  • Retention and Termination of Servicer The Servicer hereby covenants and agrees to act as such under this Agreement for an initial term, commencing on the Closing Date and ending on _______________ which term shall be extendible by [the Note Insurer] for successive quarterly terms ending on each successive June 30, September 30, December 31, and March 31 (or, pursuant to revocable written standing instructions from time to time to the Servicer and the Trust Collateral Agent, for any specified number of terms greater than one), until the termination of the Issuer. Each such notice (including each notice pursuant to standing instructions, which shall be deemed delivered at the end of successive quarterly terms for so long as such instructions are in effect) (a "Servicer Extension Notice") shall be delivered by [the Note Insurer] to the Trust Collateral Agent and the Servicer. The Servicer hereby agrees that, as of the date hereof and upon its receipt of any such Servicer Extension Notice, the Servicer shall become bound, for the initial term beginning on the date hereof and for the duration of the term covered by such Servicer Extension Notice, to continue as the Servicer subject to and in accordance with the other provisions of this Agreement. [Until such time as a Note Insurer Default shall have occurred and be continuing,] the Trust Collateral Agent agrees that if as of the fifteenth day prior to the last day of any term of the Servicer, the Trust Collateral Agent shall not have received any Servicer Extension Notice from [the Note Insurer], the Trust Collateral Agent will, within five days thereafter, give written notice of such non-receipt [to the Note Insurer], the Back-up Servicer (or any alternate successor servicer appointed by the Note Insurer pursuant to Section 8.5) and the Servicer and the Servicer's terms shall not be extended unless a Servicer Extension Notice is received on or before the last day of such term.

  • Notification of Servicer Termination Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article, the Owner Trustee shall give prompt written notice thereof to Certificateholders, and the Indenture Trustee shall give prompt written notice thereof to Noteholders and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement).

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • Termination of Benefits Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

  • Term; Termination of Agreement This Agreement shall continue in force for a period of one year from the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Independent Directors to evaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.

  • Procedure Upon Termination of Trust Fund (a) Notice of any termination pursuant to the provisions of Section 7.01, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to Certificateholders mailed upon (x) the sale of all of the property of the Trust Fund by the Trustee pursuant to Section 7.01(b) or (y) upon the final payment or other liquidation of the last Mortgage Loan or REO Property in the Trust Fund. Such notice shall specify (A) the Distribution Date upon which final distribution on the Certificates of all amounts required to be distributed to Certificateholders pursuant to Section 5.02 will be made upon presentation and surrender of the Certificates at the Corporate Trust Office, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Master Servicer and the Certificate Registrar at the time such notice is given to Holders of the Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Certificates shall terminate and the Trustee shall terminate or request the Master Servicer to terminate, the Collection Account it maintains, the Certificate Account and any other account or fund maintained with respect to the Certificates, subject to the Trustee’s obligation hereunder to hold all amounts payable to Certificateholders in trust without interest pending such payment.

  • Payment of Funds Subject to the terms and conditions hereof, at the Closing:

  • Termination of Facility The Borrowers may terminate this Agreement upon at least ten (10) Business Days’ notice (or such shorter period as agreed to by the Agent in its sole discretion) to the Agent, upon Full Payment of all Obligations (other than Bank Products that the applicable Lender chooses not to terminate and indemnity obligations that survive the termination of this Agreement and are not due and payable at such termination). On the effective date of termination of this Agreement, any Lender may terminate its and its Affiliates’ Bank Products.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

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