Transfer of Escrow Funds and Other Proceeds Sample Clauses

Transfer of Escrow Funds and Other Proceeds. The Servicer shall use its best efforts to transfer or cause to be transferred to a designated account, within one (1) Business Day and not later than three (3) Business Days following the Inbound Transfer Date by wire transfer, an amount equal to the sum of (i) Escrow Payments collected from each Mortgagor; and if applicable (ii) all undistributed insurance loss draft funds; (iii) all unapplied funds received by the Owner or any prior servicer; (iv) all unapplied interest on escrow balances accrued through the related Inbound Transfer Date; (v) all buydown funds held by the Owner or any prior servicer as of the related Inbound Transfer Date; and (vi) all other related amounts held by the respective owner of the Mortgage Loan or any prior servicer of such Mortgage Loan as of the related Inbound Transfer Date that the Owner or any prior servicer is not entitled to retain. The Owner shall be responsible for any interest on escrow amounts held by the Owner prior to the related Inbound Transfer Date. The Servicer shall be entitled to deduct from Servicer’s monthly remittance to the Owner any shortfalls in Escrow Payments that result from Owner’s failure to deliver any Escrow Payment in full to the Servicer. To the extent the Custodial Account has insufficient funds to fully fund such shortfalls in the Escrow Payments plus all other amounts due to the Servicer as set forth in Section 5.01 herein, the Owner shall wire such shortfall amount to the Servicer promptly upon receipt of notice of such shortfalls from the Servicer.
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Transfer of Escrow Funds and Other Proceeds. The Company shall transfer to the Purchaser, by wire transfer to the account designated by the Purchaser, an amount equal to the sum of (i) the Net Escrow Payments, (ii) all undistributed insurance loss draft funds, (iii) all unapplied funds received by the Company, (iv) all unapplied interest on escrow balances accrued through the related Servicing Transfer Date, (v) all buydown funds held by the Company as of the related Servicing Transfer Date, and (vi) all other amounts held by the Company with respect to the Mortgage Loans as of the related Servicing Transfer Date for which the Company is not entitled to retain (collectively, the "Escrow Proceeds"). Within five (5) Business Days following the Purchaser's receipt of the Escrow Proceeds, the Company and the Purchaser shall resolve any discrepancies between the Company's accounting statement and the Purchaser's reconciliation with respect thereto. No later than ten (10) Business Days following the related Servicing Transfer Date, the Company or the Purchaser, as the case may be, shall transfer to the other, by wire transfer to the designated account, any amounts to which the other party is entitled; and
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Transfer of Escrow Funds and Other Proceeds. (a) Within three (3) Business Days of the Cut-off Date, Seller shall transfer to the Purchaser, by wire transfer to the account designated by the Purchaser, an amount equal to the sum of the following amounts with respect to the Mortgage Loans, in each case as of the Cut-off Date: (i) the aggregate balance of amounts that are required to be on deposit in the Seller Custodial Accounts (the "Seller Custodial Account Balance"), (ii) the aggregate balance of amount that are required to be on deposit in the Escrow Accounts (the "Escrow Account Balance"), (iii) all undistributed insurance loss draft funds held or required to be held by Seller, (iv) all buydown funds held or required to be held by the Seller, (v) all unapplied funds held or received by Seller, (vi) all amounts collected by the Seller on or prior to the Cut-off Date representing Servicer Fee Income which are required to be remitted to the NIMS Trust in connection with the NIMS Obligation, but which have not been remitted by the Seller as of the Cut-off Date; and (vii) all other amounts held or required to be held by the Seller (collectively, the "Servicing Funds"). (b) Together with the Servicing Funds, Seller shall deliver to Purchaser, a written statement reflecting in reasonable detail, Seller's calculation of the Servicing Funds together with a Master File Tape and a trial balance report, each in a form reasonably satisfactory to Purchaser (collectively referred to hereinafter as the "Servicing Funds Settlement Statement"). Purchaser shall review the content thereof and make any objections it may have in writing to Seller. If such written objections are delivered to Seller, then Purchaser and Seller shall use their best efforts to resolve any discrepancies between the Servicing Funds Settlement Statement and Purchaser's written objections and to effect a reconciliation with respect thereto. If disputes with respect to the Servicing Funds cannot be resolved by Purchaser and Seller, then, at the request of Purchaser or Seller, the matters in dispute shall be submitted to an accounting firm acceptable to Purchaser and Seller, which firm shall render its opinion as to such matters. The opinion of such accounting firm shall be final and binding on the parties hereto. The fees of such accounting firm shall be borne equally by Purchaser and Seller. (c) If the correct amount of the Servicing Funds is finally determined to be less or more than the amount transferred to Purchaser on the Cut-off Date, Pu...
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Transfer of Escrow Funds and Other Proceeds. The Servicer shall transfer to the Purchaser, by wire transfer to the account designated by the Purchaser, an amount equal to the sum of (i) the Net Escrow Payments, (ii) all undistributed insurance loss draft funds, (iii) all unapplied funds received by the Servicer, (iv) all unapplied interest on escrow balances accrued through the related Servicing Transfer Date, (v) all buydown funds held by the Servicer as of the related Closing Date with respect to Mortgage Loans subject to a Short Interim Servicing Period or, as of the related Servicing Transfer Date with respect to Mortgage Loans subject to an Interim Servicing Period, and (vi) all other amounts held by the Servicer with respect to the Mortgage Loans as of the related Servicing Transfer Date which the Servicer is not entitled to retain (collectively, the "Escrow Proceeds"). Within five (5) Business Days following the Purchaser's receipt of the Escrow Proceeds, the Servicer and the Purchaser shall resolve any discrepancies between the Servicer's accounting statement and the Purchaser's reconciliation with respect thereto. No later than ten (10) Business Days following the related Servicing Transfer Date, the Servicer or the Purchaser, as the case may be, shall transfer to the other, by wire transfer to the designated account, any amounts to which the other party is entitled; and
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Transfer of Escrow Funds and Other Proceeds. If applicable, the Company shall transfer to the Purchaser, by wire transfer to the account designated by the Purchaser, an amount equal to the sum of all Escrow Payments currently held by the Company in respect of the Mortgage Loans, (i) all undistributed insurance loss draft funds, (ii) all unapplied funds received by the Company, (iii) all unapplied interest on escrow balances accrued through the related Servicing Transfer Date, and (iv) all other amounts held by the Company with respect to the Mortgage Loans as of the related Servicing Transfer Date that the Company is not entitled to retain (collectively, the “Escrow Proceeds”). Within five (5) Business Days following the Purchaser’s receipt of the Escrow Proceeds, the Company and the Purchaser shall resolve any discrepancies between the Company’s accounting statement and the Purchaser’s reconciliation with respect thereto. No later than ten (10) Business Days following the related Servicing Transfer Date, the Company or the Purchaser, as the case may be, shall transfer to the other, by wire transfer to the designated account, any amounts to which the other party is entitled. To the extent there are any negative Escrow Payments due back to the Company after such transfer as reimbursement for prior advances actually made by the Company, such amounts shall be returned to the Company by the Purchaser upon receipt of reasonable supporting documentation from the Company. The Purchaser will not be required to reimburse the Company for any other advances, including, but not limited to, corporate advances and similar-type advances; and
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Related to Transfer of Escrow Funds and Other Proceeds

  • Spin Offs and Other Distributed Property (i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding: (A) dividends, distributions, rights, options or warrants for which an adjustment was effected pursuant to Section 8.05(a) or 8.05(b), as applicable; (B) dividends or distributions paid exclusively in cash for which an adjustment was effected pursuant to Section 8.05(d); (C) Spin-Offs for which the provisions described in Section 8.05(c)(ii) will apply; and (D) an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices per share of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution. Such adjustment shall become effective immediately after the Open of Business on such Ex-Dividend Date. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, the Holder will receive, for each $1,000 principal amount of this Note outstanding on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants or other securities that the Holder would have received if the Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution (or in the case of a principal amount or portion of a principal amount that is not a multiple of $1,000, an equivalent pro rata amount). If any distribution of the type described in this Section 8.05(c)(i) is not so paid or made, or if any rights, options or warrants are not exercised before their expiration date, the Conversion Rate will be readjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared. (ii) With respect to an adjustment pursuant to this Section 8.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a national securities exchange or a reasonably comparable non-U.S. equivalent (a “Spin-Off”), but excluding an issuance solely pursuant to a Common Stock Change Event as to which the provisions described in Section 8.08(a) apply, the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such Spin-Off; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined for purposes of the definition of Last Reported Sale Price as if such Capital Stock or similar equity interest were the Common Stock) over the first ten (10) consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices per share of the Common Stock over the Valuation Period. Such adjustment shall become effective immediately after the Open of Business on such Ex-Dividend Date. The adjustment to the Conversion Rate under this Section 8.05(c)(ii) will be calculated as of the Close of Business on the last Trading Day of the Valuation Period but will be given effect as of immediately after the Open of Business on the Ex-Dividend Date of the Spin-Off. Notwithstanding anything to the contrary herein or in this Note, if necessary, the Company shall delay the settlement of any conversion of this Note where the Conversion Date occurs during the Valuation Period until the third (3rd) Business Day after the last day of the Valuation Period. If any distribution of the type described in this Section 8.05(c)(ii) is declared but not so made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to make such distribution, to the Conversion Rate that would then be in effect if such distribution had not been declared.

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