Disbursement of Holdback Amount Sample Clauses

Disbursement of Holdback Amount. Buyer will be entitled to receive disbursements of designated portions of the Holdback Amount from the Holdback Escrow Account in accordance with the terms and conditions of the Deficit Rental Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Disbursement of Holdback Amount. 80 9.6 Payment of Interest on Holdback Amount................................................ 82 9.7
Sample 1Sample 2
Disbursement of Holdback Amount. (a) The Seller shall not be required to pay any amount to a Purchaser Indemnitee in respect of a Loss arising from a Seller Claim for which the Seller is required to provide indemnification pursuant to Section 9.1(b) above or in respect of a workers' compensation claim for which the Seller is required to provide indemnification pursuant to
Sample 1Sample 2
Disbursement of Holdback Amount. In the event a claim is made against Purchaser which is included among the Losses for which Seller is indemnifying Purchaser under Section 14.1 of the Purchase Agreement, prior to paying or agreeing to pay claimant, Purchaser shall provide Seller and Escrow Agent with written notice describing, in reasonable detail, the nature and amount of such claim (“Notice of Claim”). Seller shall then have fifteen (15) days from the date of the Notice of Claim to pay or resolve such claim, or to provide Purchaser and Escrow Agent with written notice contesting the claimant’s right to such claim or Purchaser’s right to reimbursement for such claim and specifying in reasonable detail the basis therefor (“Contest Notice”). If Seller has not: i) transmitted notice to Purchaser and Escrow Agent that such claim has been paid or resolved; ii) reimbursed Purchaser for the full amount of such claim; or iii) transmitted to Purchaser the Contest Notice, Purchaser shall have the right to be reimbursed from the Holdback Amount an amount equal to the amount of out-of-pocket costs or expenses incurred by Purchaser as a result of such claim, and to pursue all other remedies available to Purchaser. In the event Seller transmits the Contest Notice within such fifteen (15) day period or otherwise disputes any action taken by Purchaser pursuant to this Section 3, the matter shall be resolved through litigation or other means as the Seller and Purchaser shall agree. Upon expiration of the Holdback Period, the Holdback Amount, or any remaining portion thereof, shall be paid to Seller, by wire transfer to such bank account of Seller as it may designate in writing to Escrow Agent.
Sample 1
Disbursement of Holdback Amount. (a) At such time as Pacific and/or CW asserts, in good faith, a claim for disbursement of funds from the Holdback Escrow to pay a Retained Payable and/or an Indemnity Obligation in accordance with Section 5.6 of the Contribution Agreement and the terms and conditions of this Agreement, such requesting party shall give written notice thereof (the “Disbursement Request”) to the other party and Escrow Agent. Any Disbursement Request submitted by Pacific must include a copy of a written payment demand and release duly executed by Pacific and such payee and setting forth the respective Retained Payable to be paid and providing a full release of Pacific and the Hotel from any and all claims and liabilities in connection with such Retained Payable, in a form and with terms and conditions acceptable to Pacific (the “Demand and Release”). Except as expressly permitted hereunder, CW shall not contact or negotiate with any party that may be owed money under any of the Retained Payables; provided, however, that (i) in the event that Pacific is liable to the Venture for any Indemnity Obligations or to CW for any legal and/or accounting costs and expenses actually incurred by CW in connection with addressing the Retained Liabilities; and/or (ii) if Pacific’s failure to reach agreement with respect to any one or more Retained Payables and such non-payment will have or is likely to have a materially adverse effect on the Venture, the New Manager and/or the Hotel, CW shall deliver a Disbursement Request to Pacific and Escrow Agent. The party receiving a Disbursement Request (the “Receiving Party”) shall have five (5) business days after receipt of the complete Disbursement Request to object to the disbursement of the Holdback Amount requested by the party who delivered the Disbursement Request (the “Requesting Party”) by submitting a notice of objection (the “Objection Notice”) to the Requesting Party and Escrow Agent, which objection shall be solely on the grounds that the Receiving Party disagrees, in good faith, with the payees entitlement to the amount specified in the Disbursement Request (or, with respect to any Disbursement Request from Pacific, that Pacific has failed to provide the Demand and Release as required under this Agreement); provided, however, that Pacific shall have no right to dispute any Disbursement Request by CW under clause (ii) of the immediately prior sentence that CWI reasonably determines such non-payment will have or is likely to have a materi...
Sample 1
Disbursement of Holdback Amount. As of the Closing Date, the Holdback Funds shall be deemed funded by Lender and instead of being disbursed to Borrower shall be disbursed into a non-interest bearing account under the sole dominion and control of Lender (the “Holdback Account”). The Holdback Funds shall thereafter be disbursed to Borrower (the “Holdback Disbursement”) only upon Borrower’s satisfaction of the following conditions (collectively, the “Holdback Funding Requirements”):
Sample 1
Disbursement of Holdback Amount. Holdback Servicer shall fail to disburse any Holdback Amount in accordance with the related Mortgage Loan Documents and such failure continues for [***] or such shorter period as required under the Mortgage Loan Documents. Notwithstanding anything herein to the contrary, in no event shall Buyer have any obligation to fund any Holdback Amount made to a Mortgagor with respect to any Mortgage Loan, which obligations shall be retained by Seller and Holdback Servicer.
Sample 1
AutoNDA by SimpleDocs
Disbursement of Holdback Amount. On the date which is ninety (90) days from the Closing Date (the “Holdback Disbursement Date”), the Holdback Amount, less (i) the costs of any Warranty and Other Product Claims which are not contested by Seller and are not reimbursed by Seller, as provided in Section 6.4, plus (ii) the amount of any Outside Customer Receivables that are not collected, after commercially reasonable efforts by Buyer to collect such amounts, within ninety (90) days of the Closing Date, as provided in Section 6.5, plus (iii) any indemnifiable claims for Damages made by Buyer and expressly accepted and agreed to by Seller, and not disputed by either Party in any manner, against the Holdback Amount under Article 14 of this Agreement (the “Net Holdback Amount”) shall be distributed to Seller.
Sample 1

Related to Disbursement of Holdback Amount

  • Payment of Reimbursement Amount To effect the expense reimbursement provided for in this Agreement, the Fund may offset the appropriate Reimbursement Amount against the management fees, Rule 12b-1 fees and/or shareholder servicing fees payable under the Investment Management Agreement, Rule 12b-1 Plan and/or the Shareholder Servicing Agreement. Alternatively, the Reimbursement Amount shall be paid directly by IICO, IDI and/or WISC. Such offset shall be taken, or such direct payment shall be paid, two times per year within 30 days following the date of a Fund’s applicable semi-annual or annual reporting period.

  • Investment of Special Payment Moneys Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment.

  • Disbursement of Proceeds In the event Tenant is required to restore any Property pursuant to Section 10.2 and this Agreement is not terminated as to such Property pursuant to this Article 10, Tenant shall commence (or cause to be commenced) promptly and continue diligently to perform (or cause to be performed) the repair and restoration of such Property (hereinafter called the “Work”), so as to restore (or cause to be restored) the applicable Property in material compliance with all Legal Requirements and so that such Property shall be, to the extent practicable, substantially equivalent in value and general utility to its general utility and value immediately prior to such damage or destruction. Subject to the terms hereof, Landlord shall advance the insurance proceeds and any additional amounts payable by Landlord pursuant to Section 10.2.3 or otherwise deposited with Landlord to Tenant regularly during the repair and restoration period so as to permit payment for the cost of any such restoration and repair. Any such advances shall be made not more than monthly within ten (10) Business Days after Tenant submits to Landlord a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to Landlord). Landlord may, at its option, condition advancement of such insurance proceeds and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (d) architect’s certificates, (e) conditional lien waivers of general contractors, if available, (f) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (g), if Tenant has elected to advance deficiency funds pursuant to Section 10.2.3, Tenant depositing the amount thereof with Landlord and (h) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation to disburse insurance proceeds under this Article 10 shall be subject to the release of such proceeds by any Facility Mortgagee to Landlord. Tenant’s obligation to restore the applicable Property pursuant to this Article 10 shall be subject to the release of available insurance proceeds by the applicable Facility Mortgagee to Landlord or directly to Tenant and, in the event such proceeds are insufficient, Landlord electing to make such deficiency available therefor (and disbursement of such deficiency).

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2015-1) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

  • Disbursements from Escrow Funds to Pay NCPS NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.

  • Investment of Amounts in Special Payments Account Any amounts on deposit in the Special Payments Account prior to the distribution thereof pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be distributed in accordance with Section 2.4(b) or (c), as the case may be.

  • Disbursements from Escrow Funds to Pay Escrow Agent The Escrow Agent is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which Escrow Agent or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). Escrow Agent shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

  • Disbursements from Replacement Reserve Account (a) Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to the Property or for costs which are to be reimbursed from the Required Repair Fund (if any).

  • Payment of Reimbursement Obligations (a) The Borrower agrees to pay to the Administrative Agent for the account of the Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable to the Issuing Bank under or in connection with any Facility Letter of Credit when due, irrespective of any claim, set-off, defense or other right which the Borrower may have at any time against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances:

  • Disbursements from the Escrow Account a. At such time as Escrow Agent has collected and deposited instruments of payment in the total amount of the Advance and has received such Common Stock via D.W.A.C from the Company which are to be issued to the Investor pursuant to the Standby Equity Distribution Agreement, the Escrow Agent shall notify the Company and the Investor. The Escrow Agent will continue to hold such funds until the Investor and Company execute and deliver a Joint Written Direction directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint Written Direction at which time the Escrow Agent shall wire the Escrow Funds to the Company. In disbursing such funds, Escrow Agent is authorized to rely upon such Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Investor that Escrow Agent already has on file. Simultaneous with delivery of the executed Joint Written Direction to the Escrow Agent the Investor and Company shall execute and deliver a Common Stock Joint Written Direction to the Escrow Agent directing the Escrow Agent to release via D.W.A.C to the Investor the shares of the Company's Common Stock. In releasing such shares of Common Stock the Escrow Agent is authorized to rely upon such Common Stock Joint Written Direction from Company and may accept any signatory from the Company listed on the signature page to this Agreement and any signature from the Escrow Agent has on file. In the event the Escrow Agent does not receive the amount of the Advance from the Investor or the shares of Common Stock to be purchased by the Investor from the Company, the Escrow Agent shall notify the Company and the Investor.

Time is Money Join Law Insider Premium to draft better contracts faster.