Seller Reserve Amount definition

Seller Reserve Amount means $250,000.00.
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Seller Reserve Amount means an amount in cash equal to the greater of (a) $1,500,000 or (b) an amount determined by the Sellers’ Representative prior to Closing.
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Seller Reserve Amount means $1,000,000.
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Examples of Seller Reserve Amount in a sentence

  • Notwithstanding anything to the contrary herein, in no event shall any Indemnified Party have any rights in or to the Seller Reserve Amount.

  • The Seller Reserve Amount shall be used by the Sellers’ Representative for the payment of out-of-pocket expenses incurred by the Sellers’ Representative in connection with the performance of the Sellers’ Representative’s duties and obligations hereunder, including the payment of any amounts in connection with the Christou Litigation in accordance with the terms of this Agreement.

  • The first $1,000,000 (the “Litigation Expense Amount”) of costs and expenses related to the defense of the Christou Litigation, including the amount of any negotiated settlement (collectively, the “Existing Litigation Costs”) shall be paid out of the Seller Reserve Amount.

  • The Sellers’ Representative may receive compensation for services as the Sellers’ Representative, and shall receive (i) the Seller Reserve Amount in accordance with Section 9.13(e), and (ii) reimbursement from, and be indemnified severally and not jointly by, the Sellers for any and all Losses incurred by the Sellers’ Representative in the performance or discharge of its duties pursuant to this Section 9.13.

  • No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Sellers’ Representative and Parent; provided, however, that the Sellers’ Representative (without the consent of Parent) may amend Exhibit C hereto to adjust the allocation among the Sellers of the amounts payable to Sellers hereunder (e.g., to take into account the final Transaction Expenses and the final Seller Reserve Amount).

  • Notwithstanding the foregoing, each of the Sellers acknowledges and agrees that there can be no assurances that any of the Seller Reserve Amount will be paid or disbursed to the Sellers.

  • The Seller Reserve Amount shall be available to the Sellers’ Representative in addition to any amounts permitted to be paid to the Sellers’ Representative pursuant to this Section 9.13 of this Agreement.

  • Sellers’ Representative shall be reimbursed for all such fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) first from the Seller Reserve Amount and, to the extent that such fees, costs and expenses exceed such amount, then on a pro rata basis from Sellers.

  • If Seller distributes any amount to its unit holders representing a distribution in respect of the Seller Reserve Amount (a “Seller Reserve Amount Distribution”), Seller agrees to transfer by wire transfer of immediately available funds a portion of such Seller Reserve Amount Distribution to the Company equal to the Aggregate Option Holder Pro Rata Share thereof plus the employer portion of any employment Taxes payable with respect thereto.

  • The Seller Reserve Amount shall be available to the Sellers' Representative in addition to any amounts permitted to be paid to the Sellers' Representative pursuant to this Article IX.


More Definitions of Seller Reserve Amount

Seller Reserve Amount means one million five hundred thousand dollars ($1,500,000).
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Seller Reserve Amount has the meaning provided in Section 2.2(a)(i).
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Seller Reserve Amount means the sum of $no less than $500,000 which Seller intends to withhold out of the Final Payment Amount for future contingencies and not distribute to its members promptly following the Closing.
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Related to Seller Reserve Amount

  • Reserve Amount means, for any Payment Date, the amount of cash or other immediately available funds in the Reserve Account on that Payment Date, after giving effect to all deposits to and withdrawals from the Reserve Account on such Payment Date.

  • 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.

  • 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).

  • Requisite Reserve Amount As of any date with respect to any Series (or Class within such Series), the amount, if any, required to be maintained in the Reserve Account, if any, for such Series or Class as specified in or determined pursuant to the related Supplement.

  • 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.

  • 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.

  • Required Spread Account Amount means, for the March 2012 Payment Date and the April 2012 Payment Date, zero, and for any Payment Date thereafter, the product of (i) the Spread Account Percentage in effect on such date and (ii) during (x) the Revolving Period, the Collateral Amount, and (y) during the Controlled Accumulation Period or the Early Amortization Period, the Collateral Amount as of the last day of the Revolving Period; provided that, prior to the occurrence of an Event of Default and acceleration of the Series 2012-1 Notes, the Required Spread Account Amount will never exceed the Class C Note Principal Balance (after taking into account any payments to be made on such Payment Date).

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

  • Reserve Account Amount means, for any Distribution Date, the amount on deposit in and available for withdrawal from the Reserve Account on such Distribution Date (after giving effect to all deposits to and withdrawals from the Reserve Account on the preceding Distribution Date, or, in the case of the initial Distribution Date, the Closing Date), including all interest and other income (net of losses and investment expenses) earned on such amount during the preceding Collection Period.

  • Available Spread Account Amount means, for any Transfer Date, an amount equal to the lesser of (a) the amount on deposit in the Spread Account (exclusive of Investment Earnings on such date and before giving effect to any deposit to, or withdrawal from, the Spread Account made or to be made with respect to such date) and (b) the Required Spread Account Amount, in each case on such Transfer Date.

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

  • 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.

  • Required Daily Deposit Target Finance Charge Amount means, for any day in a Due Period, an amount equal to the Class A Tranche Interest Allocation for the related Distribution Date; provided, however, that for purposes of determining the Required Daily Deposit Target Finance Charge Amount on any day on which the Class A Tranche Interest Allocation cannot be determined because the LIBOR Determination Date for the applicable Interest Accrual Period has not yet occurred, the Required Daily Deposit Target Finance Charge Amount shall be the Class A Tranche Interest Allocation determined based on a pro forma calculation made on the assumption that LIBOR will be LIBOR for the applicable period determined on the first day of such calendar month, multiplied by 1.25.

  • Net WAC Rate Carryover Reserve Account The Net WAC Rate Carryover Reserve Account established and maintained pursuant to Section 4.10.

  • Available Reserve Account Amount means, with respect to any Distribution Date, the lesser of (a) the amount on deposit in the Reserve Account on such date (before giving effect to any deposit to be made to the Reserve Account on such date) and (b) the Required Reserve Account Amount.

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

  • 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.

  • 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 [*];

  • Adjustment Escrow Amount means $1,000,000.

  • Required Accumulation Reserve sub-Account Amount means, with respect to any Monthly Period during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2024-1) Notes as of the close of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided, however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation that a Ratings Effect will not occur with respect to such change.

  • 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.

  • Required Reserve Fund Deposit 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 Aggregate 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 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 Offered Certificates, the Class B1 Certificates and the Class B2 Certificates has been reduced to zero, the Required Reserve Fund Deposit shall be zero.

  • Yield Supplement Overcollateralization Amount means, with respect to any calendar month and the related Payment Date, or with respect to the Closing Date, the aggregate amount by which the Principal Balance as of the last day of the related Collection Period or the Cutoff Date, as applicable, of each of the related Receivables with an APR as stated in the related contract of less than the Required Rate, other than Defaulted Receivables, exceeds the present value, calculated by using a discount rate equal to the Required Rate, of each scheduled payment of each such Receivables assuming such scheduled payment is made on the last day of each month and each month has 30 days.

  • Reserve Account Required Amount means, with respect to any Payment Date, the lesser of (i) the excess of (A) the Specified Reserve Balance, over (B) the amount on deposit in the Reserve Account on such Payment Date, after taking into account the amount of any Reserve Account Withdrawal Amount on such Payment Date, and (ii) the amount remaining in the Indenture Collections Account after taking into account the distributions therefrom described in clauses (i) through (xiv) of Section 8.3(a) of the Indenture.

  • Target Overcollateralization Amount means, with respect to any Payment Date, 3.00% of the Adjusted Pool Balance as of the Cut-off Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).