Turnover obligations Clause Samples

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing Documents. For the purpose of this Clause 16.32, (i) “actual knowledge” of the Junior Trustee shall be construed to mean the Junior Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior Trustee has received, not less than two Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Trustee means any person who is an officer within the corporate trust and agency department of the Junior Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Junior Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Turnover obligations. If the Crown receives any payment in cash or in kind or recovers any amount (including by way of set off) in excess of its entitlement under any Project Document following enforcement by the Security Trustee of any Security Document, the Crown shall, on demand, pay the amount of the receipt to the Security Trustee for distribution in accordance with the Security Documents.

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a Pari Passu Bond Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it: a) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a "Turnover Receipt"); and b) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Pari Passu Bondholders for which it is the Creditor Representative in accordance with the provisions of the relevant Debt Documents.

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, a HY Noteholders Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a "Turnover Receipt") and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the HY Noteholders in accordance with the provisions of the relevant HY Notes Indenture.

Turnover obligations. If at any time after an Enforcement Date: 5.1.1 any Secured Party receives a payment from any Security Enforcement Action made by or on behalf of such Secured Party; or 5.1.2 any Secured Party receives a payment from the trustee in bankruptcy, liquidator, other insolvency practitioner or similar officer, assignee or other person distributing the assets of any Company that are subject of any Security conferred upon such Secured Party under its Security Documents or their proceeds following the occurrence of an Insolvency Event, then such Secured Party shall hold the same on trust for and promptly pay to (a) until the Discharge of the Senior Secured Debt has occurred, the Senior Security Trustee and (b) following the occurrence of the Discharge of the Senior Secured Debt, the Subordinated Security Trustee, in each case, for application in accordance with Clause 8 (Proceeds of Enforcement of Security).

Turnover obligations. (a) To the extent not received as of the Closing by the Sellers, their respective Affiliates or any of the Acquired Companies (and subject in all cases to any limitations or restrictions applicable to the Buyer and its Affiliates under applicable Law, Contract (including any indebtedness or credit Contracts) or Permit), the Buyer shall, and shall cause the Acquired Companies to, at the Sellers’ expense, to (i) authorize the Sellers to pursue and collect all insurance proceeds receivable in connection with the Unit 11 generator stator and rotor repair at the Manchester Project, and (ii) (A) authorize the Sellers to pursue and collect from PJM any proceeds attributable to operations of the Fairless Project in respect of the period from January 18, 2025, to January 23, 2025, and if any proceeds are received by the Acquired Companies or the Buyer (or its Affiliate), following such receipt, remit to the Sellers all such amounts so received, less applicable Turnover Costs, within fifteen (15) Business Days of receiving such amounts and (B) remit to the Sellers the amount of any refunds paid to ▇▇▇▇▇▇▇▇▇ Energy Unit 2 LLC by CAISO pursuant to the final settlement with FERC (Docket No. ER25-1421) relating to the refund of penalties previously assessed against ▇▇▇▇▇▇▇▇▇ Energy Unit 2 LLC by CAISO under the Resource Adequacy Availability Incentive Mechanism in connection with an outage at such Project from July 21, 2022 to August 30, 2023, less applicable Turnover Costs, within fifteen (15) Business Days of the Buyer (or its Affiliate), or an Acquired Company, receiving such amounts, but excluding, in the case of this clause (ii)(B), any reduction to the Daily RMR Capacity Payments for affected ratepayers that is billed to ▇▇▇▇▇▇▇▇▇ Energy Unit 2 LLC on a monthly basis or otherwise by CAISO relating to such settlement mechanism. (b) In the event that (i) (A) a Call Protection Deduction was made to the Purchase Price and (B) thereafter, Subject Indebtedness is repaid, prepaid, refinanced or repriced without the obligation to pay Call Protection on such amounts so repaid, prepaid, refinanced or repriced, or (ii) (A) a Call Protection Deduction was made to the Purchase Price and (B) thereafter, the Call Protection period expires with no repayment, prepayment, refinancing or repricing of Subject Indebtedness, then the Buyer shall remit to the Sellers the amount of such Call Protection Deduction, less applicable Turnover Costs, no later than fifteen (15) days after the l...

Turnover obligations