Escrow Fund Administration Sample Clauses

Escrow Fund Administration. The Escrow Fund shall remain in escrow and be held by the Escrow Agent from and after the date the Delayed Payment is paid into the Escrow Fund under Section 1.5(c) until the end of the Escrow Claim Period as security for the obligations of PSI with respect to the indemnification set forth in Section 6.2(f). The Parties agree that any indemnification amounts owed to CEP II pursuant to Section 6.2(f) of this Agreement or otherwise, may be paid at the option of CEP II: (a) by PSI, promptly upon demand by CEP II, or (b) from the Escrow Fund pursuant to the Escrow Agreement; provided, however, that CEP II’s exercise of its right to be paid from the Escrow Fund shall not limit CEP II in any manner in the enforcement of any other remedies that may be available to it and PSI’s liability for its obligations under this Agreement shall not be limited to the amounts from time to time remaining in the Escrow Fund. Upon the expiration of the Escrow Claim Period without any pending claims, the then remaining balance of the Escrow Fund will be disbursed by the Escrow Agent to PSI; provided, however, that in the event there are any pending claims at the time of such expiration, then (a) such amounts will continue to be held in escrow pursuant to the Escrow Agreement by the Escrow Agent; (b) the remaining balance of the Escrow Fund, after deduction for such amounts, if any, will be disbursed by the Escrow Agent to PSI; (c) as each such claim is resolved, any amount retained with respect thereto that remains in escrow after such resolution will be disbursed by the Escrow Agent to PSI or to CEP II in accordance with the determination of such claim; and (d) after all such claims are determined, the remaining balance of the Escrow Fund, will be disbursed by the Escrow Agent to PSI. For purposes of this Agreement, the “Escrow Claim Period” shall mean the period beginning when the Delayed Payment is paid into the Escrow Fund under Section 1.5(c) and ending upon the earlier of (i) the date that a Release is delivered to CEP II, or (ii) August 31, 2017. For purposes of this Agreement, the Carlyle Capital Matter shall be considered to be a pending claim until a court of competent jurisdiction shall have ruled in a final, non-appealable order (x) that there are no outstanding claims related to the Carlyle Capital Matter or (y) as to the monetary amount or damages to be paid by PSI (and/or CEP II and its affiliates) in the Carlyle Capital Matter and such amount (and all damages, liab...
Sample 1Sample 2
AutoNDA by SimpleDocs
Escrow Fund Administration. (a) At the Effective Time, Acquiror shall deposit with the Escrow Agent 17,044,036 shares of the Acquiror Common Stock, which for the avoidance of doubt shall not include the Skye Merger consideration (the "Escrow Fund"), subject to downward adjustment with respect to the shares of common stock held by Escrow Shareholders who have demanded appraisal in accordance with Section 262 of the Delaware General Corporation Law ("DGCL"). The Escrow Fund shall be held at all time in the Escrow Account as an escrow fund during the Escrow Period as defined in Section 5 below and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Fund and to hold such Escrow Fund in the Escrow Account subject to the terms and conditions of this Agreement. Upon request from time to time, Escrow Agent shall notify Acquiror and ENI of the amount of the Escrow Fund then held in the Escrow Account.
Sample 1
Escrow Fund Administration. (a) On the Effective Date, Acquiror shall deposit with the Escrow Agent 825,000 shares of the Acquiror’s Common Stock (the “Escrow Fund”). The Escrow Fund shall be held at all time in the Escrow Account as an escrow fund during the Escrow Period as defined in Section 5 below and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Fund and to hold such Escrow Fund in the Escrow Account subject to the terms and conditions of this Agreement. Upon request from time to time, Escrow Agent shall notify Acquiror and Shareholders’ Representative of the amount of the Escrow Fund then held in the Escrow Account.
Sample 1

Related to Escrow Fund Administration

  • Fund Administration ● Prepare annual and semi-annual financial statements ○ Utilizing templates for standard layout and printing ● Prepare Forms N-CEN, N-CSR and 24F-2 ● File Forms N-CEN and 24F-2 with the SEC ● Host annual audits ● Prepare required reports for quarterly Board meetings ● Monitor expense ratios ● Maintain budget vs. actual expenses ● Manage fund invoice approval and xxxx payment process ● Assist with placement of Fidelity Bond and E&O insurance Fund Accounting ● Calculate monthly NAVs as required by the Trust and in conformance with generally accepted accounting principles (“GAAP”), SEC Regulation S-X (or any successor regulation) and the Internal Revenue Code ● Transmit net asset values to the advisor, NASDAQ, Transfer Agent & other third parties ● Reconcile cash & investment balances with the custodian ● Provide data and reports to support preparation of financial statements and filings ● Prepare required Fund Accounting records in accordance with the 1940 Act ● Obtain and apply security valuations as directed and determined by the Fund consistent with the Fund’s pricing and valuation policies ● Participate, when requested, in Fair Value Committee meetings as a non-voting member ● Calculate monthly SEC standardized total return performance figures ● Coordinate reporting to outside agencies including Morningstar, etc. ● Prepare and file Form N-PORT Legal Administration ● Coordinate annual update to prospectus and statement of additional information ● Coordinate standard layout and printing of prospectus ● Files Forms N-CSR and N-PX ● Coordinate EDGARization and filing of SEC documents ● Compile and distribute board materials (electronically) for quarterly board meetings ● Attend quarterly board meetings telephonically and prepare initial draft of meeting minutes Compliance Administration ● Perform daily prospectus & SAI, SEC investment restriction monitoring ● Provide warning/Alert notification with supporting documentation ● Provide quarterly compliance testing certification to Board of Trustees SS&C ALPS Client Portal ● Document Management/Sharing ● Initiate requests or provide feedback ● Retrieval of current and up to 15 months of historical reports ● Access to daily fund accounting data and static reports ● Portfolio compliance alerting with drill-down capability ● Portfolio data warehouse with reporting engine ● Investor data warehouse with ad hoc query builder ● Investor document image retrieval (i.e. correspondence, applications, checks) ● Trustee access that facilitates access to board materials and other relevant documents Notes and Terms to SS&C ALPS Services

  • FUND ADMINISTRATION SERVICES BNY Mellon shall provide the following fund administration services for each Fund, Series and class:  Calculate Fund approved income and per share amounts required for periodic distributions to be made by the applicable Fund, Series or class;  Coordinate a Fund’s annual audit and respond timely and completely to related requests;  Cooperate with each Fund’s independent auditors;  Supply various normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and  If the chief executive officer or chief financial officer of a Fund is required to provide a certification as part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SEC under Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, provide a sub-certification in support of certain matters set forth in the aforementioned certification. Such sub-certification is to be in such form and relating to such matters as reasonably agreed to by BNY Mellon in advance. BNY Mellon shall be required to provide the sub-certification only during the term of this Agreement with respect to the applicable Fund or Series and only if it receives such cooperation as it may request to perform its investigations with respect to the sub-certification. For clarity, the sub-certification is not itself a certification under the Xxxxxxxx-Xxxxx Act of 2002 or under any other law, rule or regulation. REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Fund Administration Legal Services a. Prepare the agenda and resolutions for all requested Board of Trustees (the “Board”) and committee meetings, make presentations to the Board and committee meetings where appropriate or upon reasonable request, prepare minutes for such Board and committee meetings and attend the Trust’s shareholder meetings and prepare minutes of such meetings;

  • Management and Administration Except as otherwise provided herein, this Agreement shall be managed and administered by the Parties, Members, and State Consumer Advocates through the Members Committee and the Reliability Committee as a Standing Committee thereof, except as delegated to the Office of the Interconnection and except that only the PJM Board shall have the authority to approve and authorize the filing of amendments to this Agreement with the FERC. Issued By: Xxxxx Xxxxxx Effective: October 1, 2003 Vice President, Governmental Policy Issued On: July 31, 2003 PJM Interconnection, L.L.C. Second Revised Sheet No. 11 First Revised Rate Schedule FERC No. 32 Superseding First Revised Sheet No. 11 [Sheet Nos. 11 through 14A are reserved for future use.] Issued By: Xxxxx Xxxxxx Effective: October 1, 2003 Vice President, Governmental Policy Issued On: July 31, 2003 PJM Interconnection, L.L.C. Second Revised Sheet No. 15 First Revised Rate Schedule FERC No. 32 Superseding First Revised Sheet No. 15

  • General and Administrative 4.1 This Agreement shall be governed in all respects and aspects by the laws of the State of Texas, and the parties hereby agree any legal action concerning this Agreement shall be brought in a court of competent jurisdiction, in Lubbock County, Texas. If counsel is required to enforce terms of this Agreement and/ or corollary agreements, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

  • Fund Administration Treasury Services a. Prepare for the review by designated officer(s) of the Trusts’ financial information that will be included in the Trusts’ semi-annual and annual shareholder reports (which shall also be subject to review by the Trusts’ legal counsel), and other quarterly reports (as mutually agreed upon), including tax footnote disclosures where applicable;

  • Servicer and Administrator Expenses Each of the Servicer and the Administrator shall be severally required to pay all expenses incurred by it in connection with its activities hereunder, including fees and disbursements of independent accountants, taxes imposed on the Servicer or the Administrator, as the case may be, and expenses incurred in connection with distributions and reports to the Administrator or to the Excess Distribution Certificateholder and the Noteholders, as the case may be.

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