Adjustment Shortfall definition

Adjustment Shortfall has the meaning set forth in Section 3.4.5.2.
Sample 1
Adjustment Shortfall as set forth in Section 3.5(a).
Sample 1Sample 2
Adjustment Shortfall shall have the meaning given such term in Section 2.2(b)(ii).
Sample 1Sample 2

Examples of Adjustment Shortfall in a sentence

  • The Adjustment Escrow Amount (such amount, plus any interest or earnings paid thereon in accordance with the Escrow Agreement, the “Adjustment Escrow Fund”) shall be held for the purpose of securing obligations of the Company Holders in respect of any Final Adjustment Shortfall pursuant to Section 1.7. The terms of, and timing and payment of, the cash held in the Adjustment Escrow Fund shall be determined in accordance with Section 1.7 and the Escrow Agreement.

  • Notwithstanding the foregoing, to the extent that the repayment to be made pursuant to clause (y) of the immediately preceding sentence exceeds the then-outstanding principal of the B Note (such excess, the “Adjustment Shortfall”), then Seller shall make a repayment on behalf of Opco of the A Note by an amount equal to the Adjustment Shortfall.

  • If the Final Adjustment Amount is less than the Estimated Adjustment Amount (the absolute amount of such shortfall, the “Adjustment Shortfall”), then Sellers’ Representative shall pay to Buyers, in cash, by wire transfer of immediately available funds to an account or accounts designated by Buyers’ Parent in writing, the Adjustment Shortfall.

  • If the amount of funds in the Purchase Price Adjustment Escrow Fund exceeds the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders’ Agent shall also jointly instruct the Escrow Agent to, after paying the Post-Closing Adjustment Shortfall Amount to Buyer, pay to each Company Stockholder its Pro Rata Portion of the remaining amount of funds in the Purchase Price Adjustment Escrow Fund.

  • The Escrow Deposit shall be used as partial security to satisfy claims of the Indemnified Parties for indemnification pursuant to Article X, or to cover any Working Capital Adjustment Shortfall.

  • If the Purchase Price Adjustment Escrow Fund is insufficient to cover the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to distribute the entire Purchase Price Adjustment Escrow Fund to Buyer as provided above.

  • Buyer and the Company agree that the Purchase Price Adjustment Escrow Fund and the Indemnity Escrow Fund shall not be the sole source of Buyer’s right to the Post-Closing Adjustment Shortfall Amount, and that the Participating Stockholders shall be severally and not jointly liable for their respective Pro Rata Portion of any shortfall after application of the foregoing.

  • Subject to Section 2.3(d), the Adjustment Escrow Funds will be held by the Escrow Agent for payment of any Adjustment Shortfall due pursuant to Section 2.3(d)(v)(B).

  • Upon final resolution of the Closing Date Working Capital Adjustment pursuant to Section 3.5 of the Merger Agreement, the principal amount of this Note will be (i) increased by the amount of the Working Capital Adjustment Excess or (ii) reduced by the amount of the Working Capital Adjustment Shortfall, and interest shall be deemed to have accrued on this Note at such adjusted principal amount from the date hereof.

  • Absent clear evidence on the record, I am not willing to impute such misconduct to plaintiff’s counsel.


More Definitions of Adjustment Shortfall

Adjustment Shortfall has the meaning set forth in Section 2.3(e)(i).
Sample 1

Related to Adjustment Shortfall

  • Interest Shortfall With respect to any Distribution Date and each Mortgage Loan that during the related Prepayment Period was the subject of a Principal Prepayment or constitutes a Relief Act Mortgage Loan, an amount determined as follows:

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • Net Interest Shortfall With respect to any Distribution Date, the Interest Shortfall, if any, for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.

  • Curtailment Shortfall For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

  • Net Simple Interest Shortfall With respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest at the weighted average (by principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage Loans as of the first day of the related Due Period, as determined by the Servicer, on the aggregate principal balance of such Simple Interest Mortgage Loans for such Remittance Date, carried to six decimal places, rounded down, and calculated on the basis of a 360-day year consisting of twelve 30-day months, over (b) the amount of the payments received by the Servicer in the related Due Period allocable to interest in respect of such Simple Interest Mortgage Loans, calculated in accordance with the Simple Interest Method, net of the related Servicing Fees.

  • Class B Interest Shortfall shall have the meaning specified in subsection 4.02(b).

  • Note Interest Shortfall means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for the Class over the amount of interest that was paid to the Noteholders of that Class on the prior Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.

  • Class A Interest Shortfall shall have the meaning specified in subsection 4.02(a).

  • Class B-6 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-6 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-6 Certificates on such Distribution Date pursuant to Paragraph twentieth of Section 4.01(a).

  • Class B-5 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-5 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-5 Certificates on such Distribution Date pursuant to Paragraph seventeenth of Section 4.01(a).

  • Uncompensated Interest Shortfall With respect to a Loan Group, for any Distribution Date, the sum of (i) the aggregate Relief Act Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group, (ii) aggregate Curtailment Shortfall for such Distribution Date with respect to the Mortgage Loans in such Loan Group and (iii) the excess, if any, of (a) aggregate Uncollected Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group over (b) Compensating Interest for such Distribution Date with respect to the Mortgage Loans in such Loan Group. Uncompensated Interest Shortfall for Loan Group I shall be allocated to the Group I-L Regular Interests and the portions of the Group C-B-L Regular Interests that derive their Interest Distribution Amounts from the Group I Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof. Uncompensated Interest Shortfall for Loan Group II shall be allocated to the Group II-L Regular Interests and the portions of the Group C-B-L Regular Interests that derive their Interest Distribution Amounts from the Group II Loans, pro rata according to the amount of interest accrued but unpaid on each such Class or portion thereof, in reduction thereof. Uncompensated Interest Shortfall for Loan Group I shall be allocated to the Class I-X-M, Class C-Y-1 and Class C-Z-1 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof. Uncompensated Interest Shortfall for Loan Group II shall be allocated to the Class II-X-M, Class C-Y-2 and Class C-Z-2 Regular Interests, pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof.

  • Class B Interest Shortfall Amount Any of the Class B-1 Interest Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest Shortfall Amount or Class B-6 Interest Shortfall Amount.

  • Class B-4 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-4 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-4 Certificates on such Distribution Date pursuant to Paragraph fourteenth of Section 4.01(a).

  • Prepayment Interest Shortfall As to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the portion of the related Prepayment Period that falls during the prior calendar month, an amount equal to the excess of one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such month to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one month's interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount of such Curtailment.

  • Class A Interest Shortfall Amount As to any Distribution Date and any Class of Class A Certificates, any amount by which the Interest Accrual Amount of such Class with respect to such Distribution Date exceeds the amount distributed in respect of such Class on such Distribution Date pursuant to Paragraph first of Section 4.01(a).

  • Net Interest Shortfalls means Interest Shortfalls net of payments by the Company, the Servicer or the Master Servicer in respect of Compensating Interest.

  • Class B-3 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-3 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-3 Certificates on such Distribution Date pursuant to Paragraph eleventh of Section 4.01(a).

  • Class B-1 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-1 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph fifth of Section 4.01(a).

  • Class Interest Shortfall As to any Distribution Date and Class, the amount by which the amount described in clause (i) of the definition of Class Optimal Interest Distribution Amount for such Class exceeds the amount of interest actually distributed on such Class on such Distribution Date pursuant to such clause (i).

  • Prepayment Interest Shortfall Amount With respect to any Mortgage Loan that was subject to a Principal Prepayment in full or in part during any Due Period, which Principal Prepayment was applied to such Mortgage Loan prior to such Mortgage Loan’s Due Date in such Due Period, the amount of interest (net of the General Servicing Fee) that would have accrued on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan and ending on the day immediately preceding such Due Date, inclusive.

  • Excess Prepayment Interest Shortfall With respect to any Distribution Date, the aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for such Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date and/or the portion of any compensating interest payments allocable to any Outside Serviced Mortgage Loan to the extent received from the related Outside Master Servicer.

  • Net Prepayment Interest Shortfall For any Distribution Date, the amount by which the sum of the Prepayment Interest Shortfalls exceeds the sum of the Compensating Interest payments made on such Distribution Date.

  • Unpaid Interest Shortfall Amount With respect to the Class A Certificates and the Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not paid on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Relief Act Shortfall As to any Payment Date and any Mortgage Loan (other than a Mortgage Loan relating to an REO Property), any shortfalls relating to the Relief Act or similar legislation or regulations.

  • Class B-2 Interest Shortfall Amount As to any Distribution Date, any amount by which the Interest Accrual Amount of the Class B-2 Certificates with respect to such Distribution Date exceeds the amount distributed in respect of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph eighth of Section 4.01(a).