Transfers and Distributions Sample Clauses
The "Transfers and Distributions" clause governs how ownership interests or assets within an agreement can be transferred or distributed among parties. It typically outlines the conditions under which a party may transfer their rights or receive distributions, such as requiring consent from other parties or specifying procedures for payouts. This clause ensures that changes in ownership or allocation of assets are managed in an orderly and predictable manner, preventing unauthorized transfers and clarifying the process for distributing profits or assets.
Transfers and Distributions. (a) Unless the Notes have been accelerated in accordance with the terms of the Indenture, on each Distribution Date, after making any transfers and distributions required by Sections 5.02, 5.03, 5.04 and 5.05(b) hereof, the Indenture Trustee shall (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date) cause to be made the following transfers and distributions for such Distribution Date from Available Funds and amounts deposited to the Collection Account from the Reserve Account (such amounts from the Reserve Account to be applied in accordance with Section 5.05(b)), in the following order of priority:
(i) first, pari passu: (A) (1) to the Servicer, the Servicing Fee and any Servicing Fee unpaid from any prior Distribution Date or, if the Servicer has been replaced pursuant to the terms of this Agreement, to the Backup Servicer, the Servicing Fee and any Servicing Fee unpaid from any prior Distribution Date up to the Capped Servicing Fee, and (2) pro rata, to the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, and if the Backup Servicer has not replaced the Servicer, the Backup Servicer, respectively, the Owner Trustee Fee, the Indenture Trustee Fee and the Backup Servicing Fee, as applicable, and including any such fees unpaid from any prior Distribution Date; and (B) pari passu (1) to the Backup Servicer: (x) any Transition Expenses, and (y) any accrued and unpaid indemnification amounts owed to it up to $17,000 (unless an Indenture Event of Default described in clause (i) or (ii) of the definition of “Indenture Event of Default” has occurred and is continuing, in which case, no cap shall apply); and (2) pari passu, to the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent, their related accrued and unpaid indemnification amounts and expenses, up to their respective Capped Trustee Expenses (unless an Indenture Event of Default described in clause (i) or (ii) of the definition of “Indenture Event of Default” has occurred and is continuing, in which case, no cap shall apply);
(ii) second, to the Note Distribution Account, an amount to be applied sequentially (A) first, to the Class A Noteholders, the Class A Interest Distributable Amount due and payable on such Distribution Date and the Class A Interest Carryover Shortfall, if any, from any prior Distribution Date, (B) second, to the Class B Noteholders, the Class B Interest Distributable Amount due and payable on suc...
Transfers and Distributions. In the event that an Event of Default shall have occurred and be continuing, and shall not have been cured within the time periods specified herein after notice from Lender, Borrower shall not make any material loan, advance, payment, dividend or distribution or transfer of any asset, directly or indirectly, to any parent, subsidiary, stockholder, partner, affiliate or similar entity, except in the ordinary course of business.
Transfers and Distributions. 5.01 TRANSFER OF CURRENT Before an Annuity Option is elected, all or VALUE FROM THE FUNDS any portion of the Current Value of any OR GAA: Plan Account held in a Fund or the GAA may be transferred:
(a) To any other allowable Fund;
(b) To the Fixed Account; or (c) To Terms of the GAA available in the current Deposit Period. With respect to any Plan Account, the aggregate transfers to the Fixed Account from the Fund(s) and/or the GAA and/or Purchase Payments from investment options not provided under this Contract may not, in any calendar year, exceed 20% of the value of the Fund(s) and the GAA in such Plan Account as of January 1 of that calendar year. Aetna may, on a temporary basis allow any larger percent to be transferred to the Fixed Account. Amounts in a specific GAA Term cannot be transferred to the Deposit Period of another Term within the same Classification except at the Term's maturity (see 4.03(f)). Amounts applied to Classifications of the GAA may not be transferred to the Funds during the Deposit Period or for 90 days after the close of the Deposit Period. Transfers from Terms of the GAA are subject to the Withdrawal and MVA provisions (see 7.03). Twelve transfers (excluding transfers from the GAA at the end of a Guaranteed Term) can be made during a calendar year period. However, only the Contract Holder or the Participant (with the consent of the Contract Holder) may tell Aetna to make such transfers. Aetna, in its sole discretion, may refuse to make such transfers at the direction of any other person, even if such other person has been authorized by the Contract Holder or Participant to make such transfers. More than 12 such transfers in any calendar year, if permitted by Aetna, may be subject to an additional fee in accordance with Aetna's existing administrative practice.
5.02 TRANSFER OF CURRENT 10% of that portion of the Current Value of VALUE FROM THE FIXED each Plan Account held in the Fixed Account ACCOUNT: as of January 1 of a calendar year may be transferred to any of the other Fund(s), or to the GAA Term(s) available during the current Deposit Period. Such transfer will be:
(a) Without charge; (b) Allowed once per calendar year; and (c) Not allowed under an Annuity Option. Aetna may, on a temporary basis allow any larger percent to be transferred. Any remaining balance in the Fixed Account under a Plan Account may be transferred by the Contract Holder or the Participant (with the consent of the Contract Holder) in its entirety to a...
Transfers and Distributions. 59 Section 5.09. Distributions from the Note Distribution Account. 60 Section 5.10. Certificate Distribution Account. 62 Section 5.11. Statements to Certificateholders and Noteholders. 63 ARTICLE VI. THE SELLER AND THE ISSUER 65 Section 6.01. Representations and Warranties of the Seller. 65 Section 6.02. Limitation on Liability of Seller and Others. 68 Section 6.03. Seller May Own Notes. 69 Section 6.04. Additional Covenants of the Seller. 69 Section 6.05. Indemnities of the Issuer. 69 ARTICLE VII. THE SERVICER 71 -ii- Section 7.01. Representations of Servicer. 71 Section 7.02. Indemnities of Servicer. 73 Section 7.03. Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 75 Section 7.04. Limitation on Liability of Servicer and Others. 76 Section 7.05. Delegation of Duties. 77 Section 7.06. Certification Upon Satisfaction. 77 ARTICLE VIII. DEFAULT 77 Section 8.01. Servicer Defaults. 77 Section 8.02. Appointment of Successor. 79 Section 8.03. Notification to Noteholders and Certificateholders. 80 Section 8.04. Waiver of Past Defaults. 80 ARTICLE IX. THE TRUST COLLATERAL AGENT 81 Section 9.01. Duties of the Trust Collateral Agent. 81 Section 9.02. Rights of the Trust Collateral Agent. 82
Transfers and Distributions