Expense Reserve Holdback definition

Expense Reserve Holdback means any amount (including the Initial Expense Reserve Holdback) which Agent, in its sole discretion acting reasonably and in good faith (subject to the obligations of the Agent under Sections 3.6(e)(iii)(C) and 3.6(e)(iv)(C)), decides to retain from any amount paid by Purchaser, including for and on behalf of Amalco, to, or to the benefit of, the Securityholders, to be used by Agent to make, for and on behalf of the Securityholders, any payment which the Securityholders may have an obligation to make under this Agreement and for the payment of any fees, costs, expenses, commissions, Taxes and disbursements (including the fees and expenses of counsel, experts and other agents and consultants) incurred by Agent in exercising its duties and performing its functions set out in Section 12.6.
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Expense Reserve Holdback means an amount equal to $500,000.
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Expense Reserve Holdback means the dollar amount in the total line of the column titled “Expense Reserve Holdback” on Schedule 1.1.
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Examples of Expense Reserve Holdback in a sentence

  • Agent shall maintain the Expense Reserve Holdback for as long as Agent deems necessary or appropriate and upon completion of performing its duties and functions under this Agreement and the Plan of Arrangement, shall pay to the Securityholders any remaining portion of the Expense Reserve Holdback.

  • At the Closing, Buyer shall pay, or cause to be paid, to the Expense Reserve Holdback Account an amount equal to the Expense Reserve Holdback Amount.

  • New York Independent System Operator, Inc., 145 FERC ¶ 61,156 (2013) at PP 87 - 88.66 The effects of such treatment in the Part A test, the Part B test, and the net revenue forecast are discussed in Sections IV.A.2, V.A.2, and VII.A.2.67 Previous BSM Reports have also identified problems when a supplier is transferring CRIS rights from an existing facility to an Examined Facility.

  • For example, should the items in dispute total in amount to $1,000 and the Neutral Accountant awards $600 in favor of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by Seller out of the Expense Reserve Holdback Amount.

  • The Stockholder Representative will not be liable for any loss of principal of the Expense Reserve Holdback Amount other than as a result of its fraud, gross negligence or willful misconduct.

  • For the avoidance of doubt, the Neutral Accountant’s fees and expenses payable by Buyer (if any), shall be paid to the Neutral Accountant directly by Buyer, and the Neutral Accountant’s fees and expenses payable by the Shareholder Representative (if any), shall be paid to the Neutral Accountant directly from the Expense Reserve Holdback Amount.

  • The Expense Reserve Holdback Amount will be used by the Shareholder Representative to pay any costs, fees and expenses incurred by the Shareholder Representative in its capacity as such on or after the Closing Date and such amount shall be paid or distributed at the direction of the Shareholder Representative in accordance with Section 9.15.

  • The Expense Reserve Holdback Amount will be used by the Shareholder Representative to pay any costs, fees and expenses incurred by the Shareholder Representative in its capacity as such on or after the Closing Date and such amount shall be paid or distributed at the direction of the Shareholder Representative in accordance with Section 11.14.

  • The Common Shareholders will not receive any interest or earnings on the Expense Reserve Holdback Amount and irrevocably transfer and assign to the Shareholder Representative any ownership right that they may otherwise have had in any such interest or earnings.

  • Purchaser will pay or cause to be paid an amount equal to the Expense Reserve Holdback to the Seller Representative or its designee on behalf of the Sellers.


More Definitions of Expense Reserve Holdback

Expense Reserve Holdback means an amount equal to $1,000,000.
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Expense Reserve Holdback means any amount which Xxxxxx, in its sole discretion as agent for and on behalf of Sellers, decides to retain from any amount paid by Purchaser to, or to the benefit of, Sellers, to be used by Xxxxxx, as agent for and on behalf of Sellers, (i) to make any payment which Sellers may have an obligation to make under or in connection with this Agreement and (ii) for the payment of any fees, costs, expenses, commissions, Taxes and disbursements (including the fees and expenses of counsel, experts and other agents and consultants) incurred by Xxxxxx in exercising its duties and performing its functions set out in this Agreement.
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Related to Expense Reserve Holdback

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Interest Reserve Amount With respect to each Mortgage Loan that is an Interest Reserve Loan (or the related successor REO Mortgage Loan), for any Distribution Date that occurs during February of any year or during January of any year that is not a leap year, an amount equal to one day’s interest accrued at the related Net Mortgage Rate on the related Stated Principal Balance as of the end of the Collection Period related to such Distribution Date, but prior to giving effect to the application of any amounts due on the Due Date occurring in such Collection Period, to the extent that a Monthly Payment is Received by the Trust with respect to such Interest Reserve Loan for the related Due Date in the same month as such Distribution Date on or before the related Master Servicer Remittance Date or a P&I Advance is made under this Agreement with respect to such Interest Reserve Loan by such Distribution Date. For purposes of calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest Reserve Loan shall be the Net Mortgage Rate in effect (including as a result of any step-up provision) under the original terms of such Interest Reserve Loan in effect as of the Closing Date, without regard to any modifications, extensions, waivers or amendments of such Interest Reserve Loan subsequent to the Closing Date (whether entered into by the applicable Master Servicer, the applicable Special Servicer, the Non-Trust Master Servicer or the Non-Trust Special Servicer or in connection with any bankruptcy, insolvency or other similar proceeding involving the related Borrower).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity Escrow Amount means $3,000,000.

  • Required Reserve Fund Amount With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the amount, if any by which (a) the product of 1.00% and the Pool Balance for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by which (i) $1,000 exceeds (ii) the amount on deposit in the Basis Risk Reserve Fund immediately prior to such date. Provided, however, that on any Distribution Date on which the Class Principal Amount of each Class of LIBOR Certificates has been reduced to zero, the Required Reserve Fund Amount shall be zero.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Cash Reserve Account means an Eligible Deposit Account established in the name of the Trust and designated as the Cash Reserve Account for the purposes hereof, the balance of which shall be subject to the control of the Trust for the benefit of the Trust and the Seller and applied in accordance with the terms hereof, which account shall bear interest and shall initially be account number [*], maintained at [*];

  • Replacement Reserve Monthly Deposit shall have the meaning set forth in Section 7.3.1 hereof.

  • Cash Reserve means for any Financed Receivable which has been paid in full during a Monthly Period, the amount by which the amount(s) paid on such Financed Receivable exceeds the Advance made on such Financed Receivable.

  • Required Reserve Amount means, with respect to any Payment Date, the lesser of (a) 0.25% of the difference of the Aggregate Starting Principal Balance less the Yield Supplement Overcollateralization Amount as of the applicable Cutoff Date of all Receivables transferred to the Trust and (b) the Outstanding Amount of the Notes.

  • Series Reserve Account means the Reserve Account for the Series of Bonds established in the Reserve Fund by Supplemental Indenture in an amount equal to the Series Reserve Account Requirement for such Series of Bonds.

  • Professional Fee Reserve Amount means the total amount of Professional Fee Claims estimated in accordance with Article II.A.2(c) of the Plan.

  • Carryover Reserve Fund The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 3.05(g) in the name of the Trustee for the benefit of the Holders of the Offered Certificates and designated "The Bank of New York in trust for registered holders of CWALT, Inc., Alternative Loan Trust 2006-OC10, Mortgage Pass-Through Certificates, Series 2006-OC10." Funds in the Carryover Reserve Fund shall be held in trust for the Holders of the Offered Certificates for the uses and purposes set forth in this Agreement.

  • Capital Reserve Fund means the reserve fund created and established by the Authority in

  • FF&E Reserve Account shall have the meaning set forth in Section 7.3 hereof.

  • Excess Liquidation Proceeds Reserve Account The trust account or subaccount created and maintained by the Certificate Administrator pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7, Excess Liquidation Proceeds Reserve Account.” Any such account shall be an Eligible Account.

  • Replacement Reserve Fund shall have the meaning set forth in Section 7.3.1 hereof.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

  • Replacement Reserve Account shall have the meaning set forth in Section 7.3.1 hereof.

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Interest Reserve Account means that Interest Reserve Account maintained by the Master Servicer pursuant to Section 5.1(a), which account shall be an Eligible Account.

  • Required Reserve Account Amount means, with respect to any Distribution Date on or after the Reserve Account Funding Date, an amount equal to (1) 0.50% of the Class A Invested Amount as of the preceding Distribution Date (after giving effect to all changes therein on such date) or (2) any other percentage (which may be 0%) of the Class A Invested Amount designated by the Transferors, provided that if such percentage is less than the percentage specified in clause (1) above, the Transferors shall have received the prior written consent of the Collateral Interest Holder and written notice from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such designation and shall have delivered copies of each such written notice to the Servicer and the Trustee.

  • Working Capital Escrow Amount means $2,000,000.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any interest or other amounts earned thereon.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.