Holdback Reserve definition

Holdback Reserve has the meaning ascribed to such term in Clause 8.4.
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Holdback Reserve means, with respect to any Person for any sale, lease, transfer or other disposition of any property or assets, an amount equal to any amount required to be reserved (and properly reserved for) by such Person in accordance with GAAP against any contingent liabilities that (a) are associated with the property and assets of such Person being sold, leased, transferred or otherwise disposed of in such transaction in accordance with the terms of the Loan Documents (including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities resulting from indemnification obligations for other similar contingent liabilities) and (b) are required to be retained or indemnified by such Person under the documentation evidencing the terms and conditions of such transaction; provided that the amount of each Holdback Reserve shall be (i) reduced on each Business Day that the Borrower shall give notice to the Agent that the contingent liabilities giving rise to such Holdback Reserve have been paid, satisfied or extinguished in an amount specified in such notice, by such amount, and (ii) permanently reduced to zero on the earlier to occur of (X) the date that is 24 months after the date on which the Borrower or any of its Subsidiaries received Net Cash Proceeds from the transaction for which the Holdback Reserve was established and (Y) the date on which the contingent liabilities for which such Holdback Reserve was established are no longer required to be reserved against in accordance with GAAP.
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Holdback Reserve means, with respect to any sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries pursuant to Section 5.02(d)(vii) or 5.02(d)(viii), an amount equal to the aggregate amount of all current accruals and medical claims payable and other accounts payable of the Borrower or its applicable Subsidiary that (a) are associated with the property and assets of the Borrower or such Subsidiary being sold, leased, transferred or otherwise disposed of in such transaction and (b) are required to be retained by the Borrower or such Subsidiary as consideration for, and under the terms of the documentation for, such sale, lease, transfer or other disposition, as such amount may be reduced from time to time pursuant to Section 2.01(c)(ii) or 2.05(b)(vii); provided that (i) the aggregate amount of all such current accruals and medical claims payable and other accounts payable of the Borrower or any its Subsidiaries comprising any such Holdback Reserve shall not exceed the lesser of (A) the aggregate cash consideration received by the Borrower and its Subsidiaries for their own account on the date on which such Holdback Reserve is established for the accounts receivables sold, transferred or otherwise disposed of in such transaction and (B) the aggregate Unused Revolving Credit Commitments of the Revolving Credit Lenders on the date of such sale, lease, transfer or other disposition and (ii) each Holdback Reserve shall be eliminated on the date that is 90 days after the date on which the Borrower or any of its Subsidiaries consummated the sale, lease, transfer or other disposition of any of its property and assets that gave rise to the establishment of such Holdback Reserve, regardless of whether the related current accruals and medical claims payable and other accounts payable of the Borrower or any its Subsidiaries have been paid or otherwise satisfied by or on behalf of the Borrower or any of its Subsidiaries on or prior to such date; and provided further that the aggregate amount of all Holdback Reserves in effect on any date of determination shall not exceed (1) $30,000,000 at any time prior to the date on which the aggregate Term Commitments are reduced to, and the aggregate principal amount of all outstanding Term Advances is, less than $300,000,000 and (2) $50,000,000 at any time thereafter.
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Examples of Holdback Reserve in a sentence

  • As soon as the Holdback Reserve will be at least equal to the minimum threshold amount specified in Clause 8.4.2, and as long as it will remain at least the same, the Holdback Reserve will be remunerated by an amount equal to one hundred per cent (100%) of the Special Financing Commission rate.

  • Any event taken into account in the Holdback Reserve shall be taken into account only once, and only with respect to such reserve (to the exclusion of the Specific Reserve).

  • The Holdback Reserve is a Sub-Account the purpose of which is to guarantee that the Factor may exercise all contractual remedies.

  • In any case, the amount of the Holdback Reserve for all French Sellers shall never be higher than the total outstanding amount of the Transferred Receivables.

  • The Factor may draw from the Holdback Reserve the sums necessary to cover a debit position of the relevant Current Account.

  • Any event taken into account in the Specific Reserve shall be taken into account only once, and only with respect to such reserve (to the exclusion of the Holdback Reserve).

  • All sums deposited into the Curtailment Reserve Escrow Account, the Holdback Reserve Escrow Account, the Recurring Replacement Reserve Sub-Account, the Reletting Reserve Escrow Account and the Operation and Maintenance Expense Escrow Account shall be held in an interest bearing account but Borrower acknowledges that Lender makes no representation or warranty as to the rate of return.

  • In the event of a shortfall of revenues (the “Shortfall”) generated at the Property to pay monthly debt service, upon Borrower’s request together with any and all financial information evidencing such Shortfall, Lender shall disburse to itself on each Payment Date the amount of the Shortfall until the earlier to occur of (x) the Payment Date in April 2008 and (y) the release of the Holdback Reserve Escrow Account in accordance with Section 5.15.

  • The resulting amount would then be deducted from the balance held in the Holdback Reserve Escrow Account.

  • On July 9, 2012, the Bankruptcy Court approved the first amendment to the Stipulation (the “First U.S. Stipulation Amendment”) whereby the DOD agreed to release approximately $1 million from the Holdback Reserve in exchange for certain protections to ensure that the DOD preserves all of its rights.


More Definitions of Holdback Reserve

Holdback Reserve means an initial amount equal to $1,855,334, which reserve shall be reduced by the Lender in accordance with Section 2.7 hereof.
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Holdback Reserve has the meaning set forth in Section 6.9.
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Holdback Reserve means with respect to the Company, any amount reserved as of the Closing Date for a holdback that may become payable by any of the Transferred Entities pursuant to a Holdback Agreement and that remains unpaid by the Transferred Entities, calculated in accordance with the formulas and methodologies used in the preparation of the Company’s consolidated interim financials and otherwise in accordance with GAAP.
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Holdback Reserve means (i) $100,000,000 for a Designated Borrower Restricted Payment pursuant to Section 5.02(f)(v)(A) or (ii) $150,000,000 for a Designated Borrower Restricted Payment pursuant to Section 5.02(f)(v)(B).
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Related to Holdback Reserve

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • 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.

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

  • Escrow Cash is defined in Section 4.1(a).

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

  • 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.

  • Escrow Deposit has the meaning set forth in Section 2.1.

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

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • 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.

  • 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.

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

  • 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.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • 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 [*];

  • Rent Reserve means, with respect to any store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located, a reserve equal to two (2) months’ rent at such store, warehouse distribution center, regional distribution center or depot.

  • FF&E Reserve means, for any Person or any Hotel Property at any time, a reserve equal to four percent (4%) of gross revenues from any Hotel Property owned by such Person or from such Hotel Property, as applicable, for the Rolling Period of the Parent most recently ended for which financial statements have been, or are required to be, delivered to the Banks hereunder.

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

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

  • Specified Reserve Account Balance means, for any Payment Date, an amount equal to 2.00% of the Pool Balance as of the Cut-Off Date; provided, however, on any Payment Date after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified Reserve Account Balance” shall be $0.

  • 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.

  • 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.

  • 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.

  • Replacement Reserve As defined in Section 9.5.1.

  • 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.