Withheld Assets Sample Clauses

Withheld Assets. If a Consent applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed to by Seller and Buyer, any Asset or portion thereof affected by such Consent (a “Withheld Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Base Purchase Price to be paid at Closing shall be reduced by the Allocated Value of such Withheld Asset. For purposes of clarification, the Withheld Assets shall be deemed to include each contract or agreement that contains a confidentiality or restriction on assignment that is excluded from the definition of “Contracts” by virtue of Seller having failed to secure a waiver or consent prior to Closing from the other party(s) to such contract or agreement after exercising commercially reasonable efforts. Any Withheld Asset so held back at the initial Closing shall be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Consents with respect to such Withheld Asset for a purchase price equal to the amount by which the Base Purchase Price was reduced on account of the holding back of such Withheld Asset on the terms and conditions set forth in this Agreement; provided, however, that if all Consents with respect to any Withheld Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Withheld Asset shall be eliminated from the Assets and this Agreement and become a Retained Asset unless Seller and Buyer mutually agree to proceed with a closing on such Withheld Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Consent.

Withheld Assets. The Withheld Assets will be held by the Company in an amount equal to the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies. The investment of the Withheld Assets will be managed by an investment advisor (the "Advisor") approved by both the Company and Life Re. The Advisor will manage the Withheld Assets in accordance with the Investment Guidelines attached hereto as Schedule D. Any investment income or gain received from the Withheld Assets will be considered Withheld Assets. Life Re is solely responsible for the payment of any fees charged by the Advisor for managing the Withheld Assets. Such fees will be paid directly by Life Re and will not be paid out of the Withheld Assets. If at any time the value of the Withheld Assets (as reflected on the Company's financial statements prepared in accordance with statutory accounting principles) should be less than the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies, Life Re will transfer to the Company cash or other assets which meet the requirements of the Investment Guidelines in an amount sufficient so that the value of the Withheld Assets equals or exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies. If the value of the Withheld Assets (as reflected on the Company's financial statements prepared in accordance with statutory accounting principles) exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies, Life Re may elect to have all or some portion of the excess paid to Life Re. Life Re may elect to have either cash or assets transferred from the Withheld Assets to Life Re; however, Life Re must ensure that after any such transfer the value of the Withheld Assets equals or exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies. If the value of the Withheld Assets (as reflected on the Company's financial statements prepared in accordance with statutory accounting principles) exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies by more than 5% of the statutory reserves (including the Compan...

Withheld Assets. Assets withheld pursuant to Section 5(a) above --------------- for individual Pending Claims shall be retained by the Escrow Agent in the Escrow Fund and paid to the Company from the Escrow Amount in cash in accordance with Section 4(c) above as follows: (i) the amount of such Pending Claim if thirty (30) days shall have expired since the Company delivered to the Escrow Agent and AIM a copy of the Claim Notice with respect to such Pending Claim and the Escrow Agent shall not have received written notice within such time from AIM that the amount of the Pending Claim is being contested; (ii) the Escrow Agent receives written direction from both the Company and AIM directing the Escrow Agent to disburse the assets withheld for the Pending Claim, in which case disbursement shall be made in accordance with such direction; and (iii) the Escrow Agent receives a certified copy of an arbitration award reflected in a final determination, in which case disbursement of the assets withheld for the Pending Claim shall be made in the amount or amounts, if any, of the award or awards set forth in such final determination in favor of the Company in any proceeding for indemnity under the Recapitalization Agreement.