Use of the Performance Reserve Sample Clauses

Use of the Performance Reserve. DFS may use such Performance Amount as security for Borrower's indebtedness to DFS unless and until DFS is required to apply the Performance Reserve against Borrower's interest obligations to DFS, and Borrower further agrees with DFS as follows: (a) DFS will hold and account for the Performance Reserve in a separate reserve account maintained in the books and records of DFS (the "Reserve Account"), although nothing herein shall be construed to require that DFS actually open and maintain an independent account with any third-party financial institution in respect thereof. (b) Upon the occurrence of any Default under Sections 11.1.1, 11.1.2, 11.1.3, 11.1.4, 11.1.10 or 11.1.12 hereof, DFS may immediately recoup, setoff and apply against Borrower's indebtedness to DFS hereunder any and all amounts so held in the Reserve Account. DFS agrees to send written notice thereof to Borrower upon such application by DFS. Borrower acknowledges, however, that the existence and maintenance of the Reserve Account does not relieve Borrower of any obligations to DFS hereunder. (c) As security for all Borrower's obligations to DFS under this Agreement, Borrower pledges and grants to DFS a security interest in all amounts held from time to time in the Reserve Account, whether held or classified in whole or in part as accounts, deposit accounts, money, contract rights, instruments, general intangibles and/or otherwise. (d) If Borrower has failed to finance all of its Inventory with DFS during a calendar year (except as approved by DFS in writing), or is not financing all of its Inventory with DFS (except as approved by DFS in writing) as of the date that any part of the Performance Reserve would otherwise be applicable, DFS may take and apply any and all amounts held in the Reserve Account as DFS may desire. DFS shall have no obligation to apply any such amount to any indebtedness owed by Borrower to DFS.
Sample 1
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Related to Use of the Performance Reserve

  • Historical Performance Information To the extent agreed upon by the parties, the Sub-Advisor will provide the Trust with historical performance information on similarly managed investment companies or for other accounts to be included in the Prospectus or for any other uses permitted by applicable law.

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • KEY PERFORMANCE INDICATORS (a) The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement.

  • Annual Performance Bonus In the discretion of the Company's Compensation Committee, the Executive shall be eligible to receive an annual performance bonus payable in cash for each full or partial fiscal year of the Company during the Employment Period in accordance with the Company's performance-based bonus program for Executive Officers.

  • Performance Requirements To receive the Monthly Capacity Payment in Section 8.1.2.1, Seller shall provide the Contract Capacity in each Peak Month for all on-peak hours as such peak hours are defined in Edison's Tariff Schedule No. TOU-8 on file with the Commission, except that Seller is entitled to a 20% allowance for Forced Outages for each Peak Month. Seller shall not be subject to such performance requirements for the remaining hours of the year.

  • Performance Excused Continued performance of a Service may be suspended immediately to the extent caused by any event or condition beyond the reasonable control of the Party suspending such performance including, but not limited to, any act of God, fire, labor or trade disturbance, war, civil commotion, compliance in good faith with any law, unavailability of materials or other event or condition whether similar or dissimilar to the foregoing (each, a “Force Majeure Event”).

  • Financial Performance Covenants Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings and the Borrower fail to comply with the requirements of any Financial Performance Covenant, until the expiration of the 10th day subsequent to the date the certificate calculating such Financial Performance Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of Holdings, and, in each case, to contribute any such cash to the capital of Borrower (collectively, the "Cure Right"), and upon the receipt by Borrower of such cash (the "Cure Amount") pursuant to the exercise by Holdings of such Cure Right such Financial Performance Covenant shall be recalculated giving effect to the following pro forma adjustments:

  • Performance Condition Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Stock Units shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges. 

  • Distribution and Pool Performance Information Item 1121(a) - Distribution and Pool Performance Information

  • Performance Measure The number of Performance Shares earned at the end of the three-year Performance Period will vary depending on the degree to which cumulative adjusted earnings per share performance goals for the Performance Period, as established by the Committee, are met.

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