Working Capital Reserve Fund Sample Clauses

Working Capital Reserve Fund. Buyer must pay, at closing, a onetime amount to the Association for the Working Capital Reserve Fund. The amount due at closing is: $ . ($ x 4 months = $ to the Master Association and $ x 2 months = $ to the Homeowner Association). Amount due is subject to change if Association budget changes prior to closing. Please initial.
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Working Capital Reserve Fund. (a) On or before the Closing Date, the Indenture Trustee shall open and maintain one or more Eligible Accounts that shall collectively be the “Working Capital Reserve Fund”. The Working Capital Reserve Fund shall initially be funded out of the proceeds of the sale of the Bonds in an amount equal to the Working Capital Reserve Requirement and shall be replenished solely from cash flows to the amount of the Working Capital Reserve Requirement out of Collections as provided in Section 2.12 hereof. Any and all moneys that shall be deposited into the Working Capital Reserve Fund from time to time pursuant to the terms of this Indenture, together with any Eligible Investments in which such moneys are or will be invested or reinvested during the term of this Indenture, shall be held by the Indenture Trustee in the Working Capital Reserve Fund as part of the Trust Estate Granted to secure the Bonds, subject to disbursement and withdrawal as herein provided. (b) So long as no acceleration of the maturity of the Bonds shall have occurred and be continuing pursuant to the provisions of Article V hereof, all or a portion of any moneys in the Working Capital Reserve Fund shall be invested and reinvested in Eligible Investments that are administered to the extent available by the Indenture Trustee. Any such investments pursuant to this Section 8.05(b) on any date shall mature in no more than two weeks from such date. All income or other gain from investments of money held in the Working Capital Reserve Fund shall be deposited by the Indenture Trustee in the Working Capital Reserve Fund to the extent of any shortfall therein and shall otherwise be deposited in the Bond Account. Any loss resulting from such investments shall be charged to the Working Capital Reserve Fund. (c) Amounts on deposit in the Working Capital Reserve Fund at any time shall be withdrawn from such Working Capital Reserve Fund and transferred to the applicable Servicer upon request from the applicable Servicer given pursuant to Section 5.04 of its Servicing Agreement not more often than semi-monthly and accompanied by an Officer’s Certificate of such Servicer to the effect that the amount set forth in said notice will be used by such Servicer to pay Lien Administration Expenses as they become due and payable, or to reimburse the Servicer for any unreimbursed Lien Administration Expenses actually paid by the Servicer in respect of the Tax Liens prior to the Closing Date. Amounts on deposit in the Work...
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Working Capital Reserve Fund. (a) Borrowers shall cause Mortgage Borrowers to comply with all of the terms and conditions set forth in Section 7.1 of the Mortgage Loan Agreement. (b) In the event (i)(A) Mortgage Lender waives the requirements of Mortgage Borrowers to maintain the Working Capital Reserve Fund and the Working Capital Reserve Account pursuant to the terms of Section 7.1 of the Mortgage Loan Agreement and (B) First Mezzanine Lender waives the requirements of First Mezzanine Borrowers to maintain the Working Capital Reserve Fund and the Working Capital Account pursuant to the terms of Section 7.1 of the First Mezzanine Loan Agreement; or (ii) the Mortgage Loan and the First Mezzanine Loan have been repaid in full (without a prepayment of the Loan in full), Lender shall have the right to require Borrowers to establish and maintain an escrow that would operate in the same manner as the Working Capital Reserve Fund and the Working Capital Reserve Account in Section 7.1 of the Mortgage Loan Agreement and the provisions of Section 7.1 of the Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference; provided, however, that all references to “Borrowers,” “Lender” and “Event of Default” therein shall be deemed references to Borrowers, Lender and Event of Default as defined herein.
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Working Capital Reserve Fund. (a) The Trustee shall apply amounts on deposit in the Working Capital Reserve Fund to the extent necessary to cure any deficiency in the Debt Service Account pursuant to Section 5.11. (b) The Trustee shall apply amounts in the Working Capital Reserve Fund, together with amounts available for such purpose in the Funds and Accounts as set forth in Section 5.12(c), at the Direction of the Commission, to pay the principal of and interest on all Outstanding Bonds in the manner as set forth in Section 5.12(c). (c) If the amount on deposit in the Working Capital Reserve Fund exceeds the Working Capital Reserve Requirement, amounts in excess of the Working Capital Reserve Requirement shall be deposited into the Revenue Fund. (d) Unless the Management Agreement has been terminated, pursuant to the Cash Management Agreement, the Trustee shall make disbursements of moneys in the Working Capital Reserve Fund pursuant to and in accordance with a Request of the Manager in substantially the form of Exhibit F hereto for the purposes of paying Operating Expenses, Capital Expenses, other expenses and items expressly provided for in the Management Agreement and/or any other expenses which, if not included in the Budget, shall be subject to the prior written consent of the Commission and the Asset Manager, at any time during which such expenses exceed Total Operating Revenues for such month plus the amount otherwise available to pay such expenses in the Lockbox Fund, the FF&E Reserve Fund and the Revenue Stabilization Fund (to the extent amounts in such Funds are authorized to be used for such purposes); provided, that if payment of such Operating Expenses, Capital Expenses or other expenses would require the consent of the Authorized Commission Representative under the Management Agreement or the Cash Management Agreement, such Request shall be subject to the prior written consent of the Authorized Commission Representative and the Asset Manager. (e) The Trustee shall also apply amounts in the Working Capital Reserve Fund (i) for repair or replacement of the Hotel in the event of casualty damage or (ii) for the payment of amounts reasonably determined by the Manager to be required to protect life, health or property from imminent danger or to comply with Applicable Laws, at any time during which such expenses exceed Total Operating Revenues for such month plus the amount otherwise available in the Lockbox Fund, the FF&E Reserve Fund and the Revenue Stabilization Fund to pay ...
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Working Capital Reserve Fund. $1.5 million of the cash of the Merger Consideration is being retained and is subject to payment and adjustment as provided in Section 2.3 below (the “Working Capital Reserve Fund”).
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Working Capital Reserve Fund. (a) Borrowers shall cause Mortgage Borrowers to comply with all of the terms and conditions set forth in Section 7.1 of the Mortgage Loan Agreement. (b) In the event (i) Mortgage Lender waives the requirements of Mortgage Borrowers to maintain the Working Capital Reserve Fund and the Working Capital Reserve Account pursuant to the terms of Section 7.1 of the Mortgage Loan Agreement, or (ii) the Mortgage Loan has been repaid in full (without a prepayment of the Loan in full), Lender shall have the right to require Borrowers to establish and maintain an escrow that would operate in the same manner as the Working Capital Reserve Fund and the Working Capital Reserve Account in Section 7.1 of the Mortgage Loan Agreement and the provisions of Section 7.1 of the Mortgage Loan Agreement and all related definitions shall be incorporated herein by reference; provided, however, that all references to “Borrowers,” “Lender” and “Event of Default” therein shall be deemed references to Borrowers, Lender and Event of Default as defined herein.
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Working Capital Reserve Fund. Buyer must pay at closing a one time amount equal to (4) four month of common charges to the Master Association Working Capital Reserve Fund and (2) two months common charges to the Condominium Association Working Capital Reserve Fund.
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Working Capital Reserve Fund. In addition to the Closing Cash Payment to Sellers, Buyer is to pay an additional $1 million of the Purchase Price (the “Working Capital Holdback”), plus or minus the NWC Adjustment Amount, in cash within twenty (20) days after the completion of an audit of Target’s financial information from the Most Recent Fiscal Year End to the Closing Date, but in any event not later than ninety (90) days after the Closing Date in accordance with subsection (iii) below and Appendix I.
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Working Capital Reserve Fund 
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Related to Working Capital Reserve Fund

  • Working Capital Trust Account Proceeds Upon consummation of the Offering, $250,000 of the proceeds from the sale of the Firm Units will be released to the Company to fund the working capital requirements of the Company, and the remainder of the proceeds from the sale of the Firm Units will be deposited into the Trust Account and held pursuant to the terms of the Trust Agreement.

  • Working Capital Loans (a) Each Senior Lender, severally and not jointly, shall make Working Capital Loans to the Borrower during the period from the Closing Date to but excluding the Termination Date, in an aggregate principal amount not in excess of such Senior Lender’s Commitment. In no event shall the Borrower be entitled to request or receive any Working Capital Loan that would cause (i) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) the Working Capital LC Exposure to exceed the Working Capital Sublimit or (ii) the sum of (A) the outstanding principal amount of all Working Capital Loans and Swing Line Loans and (B) without duplication, the LC Exposure to exceed the Total Commitment. (b) Each Working Capital Loan Borrowing shall be in an amount specified in a Borrowing Notice delivered pursuant to Section 2.02 (Notice of Working Capital Loan Borrowings). (c) Proceeds of the Working Capital Loans shall be deposited into the Operating Account. Funds so deposited will be disbursed in accordance with the Accounts Agreement. (d) Working Capital Loans repaid or prepaid may be re-borrowed at any time and from time to time to but excluding the Termination Date. Each Senior Lender’s Commitment shall expire on the Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to Working Capital Loans and the Commitments shall be paid in full no later than such date.

  • Reserve Fund (a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property. (b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(v) and (vi) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited from the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(v) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes. (c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(vii) and (viii) on each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vii) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates. (d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Working Capital Upon consummation of the Offering, it is intended that approximately $750,000 of the proceeds from the sale of the Firm Units and Private Units will be released to the Company to fund the working capital requirements of the Company.

  • Replacement Reserve Fund Borrower shall pay to Lender on the Closing Date and on each Payment Date one twelfth of the amount (the "REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its sole discretion to be due for replacements and repairs required to be made to the Property during the calendar year (collectively, the "REPLACEMENTS"), which Replacement Reserve Monthly Deposit shall be in an amount equal to no less than $0.15 per year per square foot of gross leasable area. Amounts so deposited shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain the proper maintenance and operation of the Property. Any amount held in the Replacement Reserve Account and allocated for the Property shall be retained by Lender in an interest bearing account, or, at the option of Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said account shall accrue in said account for the benefit of Borrower, but shall remain in and constitute part of the Replacement Reserve Fund, and shall be disbursed in accordance with the terms hereof. Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not be required to make Replacement Reserve Monthly Deposits, provided that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all necessary Replacements and otherwise maintains the Property to Lender's satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b) the failure of Borrower to make necessary Replacements or otherwise maintain the Property to Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date (as defined herein) immediately following the date of such notice.

  • Debt Service Reserve Account Borrower shall fund and maintain a debt service reserve in the Debt Service Reserve Account, in an amount equal to twelve (12) monthly payments of principal and interest on the Term Loan as determined from time to time by the Lender (the “Debt Service Reserve Amount”). Beginning with the first fiscal year end after the Effective Date, and at each fiscal year end thereafter, until such time as the balance in the Debt Service Reserve Account is equal to or greater than the Debt Service Reserve Amount, one hundred percent (100%) of Excess Cash Flow shall be deposited in the Debt Service Reserve Account by Borrower within 120 days of each fiscal year end. The balance held in the Debt Service Reserve Account shall earn interest at the rate determined by the Lender from time to time. If at any time after the Debt Service Reserve Amount has been fully funded by the Borrower the balance in the Debt Service Reserve Account is less than sixty-seven percent (67.0%) of the applicable Debt Service Reserve Amount, the Borrower shall, within sixty (60) days after receipt of notice from the Lender as provided herein, deposit in the Debt Service Reserve Account an amount sufficient to restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount; provided, however, Borrower shall not be required to make a deposit in the Debt Service Reserve Account to the extent that such a deposit would exceed one hundred percent (100%) of Excess Cash Flow, calculated based upon unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement for the month ending immediately prior to receipt of notice from the Lender. In the event that Borrower is not required to fully restore the balance in the Debt Service Reserve Account pursuant to the foregoing sentence, Borrower shall at the earliest possible date thereafter, to the extent of Excess Cash Flow determined on unaudited monthly financial statements required by Section 5.01(c)(ii) of this Agreement or audited financial statements required by Section 5.01(c)(i) of this Agreement, as applicable, deposit in the Debt Service Reserve Account such additional amounts as will restore the balance in the Debt Service Reserve Account to an amount not less than the Debt Service Reserve Amount. As and when any of the Loan Obligations are past due, after any applicable grace periods have expired, under any Loan Document, Lender, in its sole discretion, may withdraw from the Debt Service Reserve Account the amount of the then past due Loan Obligations and apply such amounts to the payment of the past due Loan Obligations. Notwithstanding the foregoing sentence, if an Event of Default has occurred and is continuing under the Loan Documents, the Lender may, after any applicable grace periods have expired, withdraw amounts in the Debt Service Reserve Account, in its sole discretion, and apply such amounts to the payment of the Loan Obligations in such order and manner as Lender shall determine in its sole discretion. Withdrawals by the Lender of any amounts from the Debt Service Reserve Account to pay any Loan Obligations as provided in this Section 2.14 may be made without the requirement of any consent by or notice to the Borrower, provided that Lender shall provide to Borrower notice that such withdrawal was made within a reasonable time thereafter. Borrower recognizes and acknowledges that its obligation to pay the Loan Obligations are absolute and unconditional and it is not dependent upon sufficient deposits in the Debt Service Reserve Account being available to make payment on any Loan Obligations, and nothing herein shall be construed to negate or modify the Borrower’s absolute and unconditional obligation to pay the Loan Obligations in accordance with the terms and conditions of this Agreement and the Loan Documents. Borrower shall execute and deliver to the Lender any and all deposit account control agreements the Lender may reasonably request in accordance with the terms and conditions of the Loan Documents, and take all actions and deliver all documents the Lender may reasonably request or require to perfect the Lender’s security interest in the Debt Service Reserve Account, in accordance with the terms and conditions of the Loan Documents.

  • Balance in the Replacement Reserve Account The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

  • Reserve Account Draw Amount On or before two Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for the Payment Date and will direct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on or before the Payment Date.

  • Reserve Funds Section 7.1.

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