Excess Capital Sample Clauses

The Excess Capital clause defines how any capital held by a party that exceeds regulatory or contractual requirements is treated within the agreement. Typically, this clause outlines whether such surplus capital can be withdrawn, used for other purposes, or must be maintained as a buffer, and may specify reporting or notification obligations regarding excess amounts. Its core function is to clarify the rights and obligations related to surplus capital, thereby preventing disputes and ensuring both parties understand how additional funds are managed.
Excess Capital. If there is any Excess Capital: (a) On or prior to the fifth anniversary of the Closing Date (or the next Business Day if such day is not a Business Day), the Purchaser shall deliver to Seller an amount equal to the Excess Capital (the “Excess Capital Amount”); provided that in no event shall the Excess Capital Amount exceed $5,000,000,000. Purchaser shall have the right to deliver all or any portion of the Excess Capital Amount at any time and from time to time prior to the fifth anniversary of the Closing Date. The foregoing shall be an unsecured payment obligation of Purchaser that is not transferrable or assignable by Seller.
View SourceView Similar (2)
Excess Capital. In the event that the Partnership determines that the capital of the Partnership is in excess of the amount required, such excess capital shall be distributed 60% to Nishikawa and 40% to Standard. The Partnership shall make such determination of excess capital only upon the mutual agreement of the Partners. Such excess capital shall be distributed within 30 days after the Partnership determines it has excess capital."
View SourceView Similar (2)
Excess Capital. If the Post Closing Excess Capital exceeds zero, then Buyer shall pay to Seller (a) on the first anniversary of the Closing Date an amount in cash equal to 50% of the Post Closing Excess Capital and (b) on each of the second and third anniversaries of the Closing Date an amount in cash equal to 25% of the Post Closing Excess Capital, plus, in each case, interest on such amount at LIBOR for the period from and including the Closing Date to but not including the date of such payment; provided that Buyer shall pay to Seller promptly upon a sale, transfer or other disposition of all or substantially all of the equity or assets of the Company, directly or indirectly, in a single or series of transactions, the amount equal to the Post Closing Excess Capital then remaining unpaid plus interest thereon calculated as specified above. The obligations of Buyer under this Section 2.11 shall cease upon the repayment by Buyer to Seller, at the Closing or following the Closing as contemplated by this Section 2.11, of an aggregate amount equal to the Post Closing Excess Capital, plus interest thereon as contemplated by this Section 2.11.
View Source
Excess Capital. If, as a result of the merger, amalgamation or other combination of the business and operations of any of Borrower’s Subsidiaries and any entity acquired, directly or indirectly, by Borrower pursuant to the Stock Purchase Agreement, the surviving Subsidiary in such transaction has available capital in excess of the applicable Minimum Regulatory Capital (“Excess Capital”), then Borrower shall prepay, in accordance with Section 2.6(c), a principal amount of the Term Loan in an amount equal to 50% of such Excess Capital. Such prepayment shall be made within ten (10) Business Days after receipt of any Governmental Approval required for the release of the Excess Capital by the applicable Subsidiary; provided that, notwithstanding the foregoing, no prepayment shall be required to be made pursuant to this Section 2.6(b) prior to the Final Settlement Reference Date. For purposes of this Agreement, “Minimum Regulatory Capital” means, with respect to any Subsidiary, the sum of (i) the minimum capital required to be maintained by such Subsidiary by any Governmental Authority with regulatory oversight over such Subsidiary, plus (ii) any additional capital necessary in order to satisfy any “early warning” or similar threshold imposed by such Governmental Authority, plus (iii) such additional capital as reasonably deemed necessary by Borrower to provide a commercially reasonable cushion in excess of any applicable “early warning” or similar threshold, in an amount consistent with Borrower’s past practice.
View Source
Excess Capital. The sum of (i) the Estimated Total Adjusted Book Value plus (ii) the amount Buyer Parent is required to pay or cause Buyer to pay pursuant to Section 2.3(c) shall not exceed the Estimated Required Adjusted Book Value by more than $600,000,000. In addition, the RRII Trust Shortfall Amount shall not exceed the sum of (A) $200,000,000 plus (B) the Company Asset Reduction Amount plus (C) the amount, if any, by which the purchase price for the Shares contemplated by Section 2.3(b) would, after giving effect to the CBVA Recapture and the other Pre-Sale Transactions, exceed $0 (without giving effect to the proviso set forth at the end of Section 2.3(b)).
View Source
Excess Capital. If there is any Excess Capital: (a) On or prior to the fifth anniversary of the Closing Date (or the next Business Day if such day is not a Business Day), the Purchaser shall deliver to Seller an amount equal to the Excess Capital (the “Excess Capital Amount”); provided that in no event shall the Excess Capital Amount exceed $5,000,000,000. Purchaser shall have the right to deliver all or any portion of the Excess Capital Amount at any time and from time to time prior to the fifth anniversary of the Closing Date. The foregoing shall be an unsecured payment obligation of Purchaser that is not transferrable or assignable by Seller. (b) Purchaser shall use its reasonable best efforts to deliver at least $1,000,000,000 of the Excess Capital Amount (or, if the Excess Capital Amount is less than $1,000,000,000, all of the Excess Capital Amount) at the time of the conversion of the Bank’s systems to the Purchaser’s systems (or within three months thereafter). (c) The payments contemplated by clauses (a) and (b) above shall be made to one or more accounts which have been designated by Seller in writing at least three (3) Business Days prior to the payment thereof. (d) Subject to the receipt by Seller of any Excess Capital Amount, Seller shall deliver to Purchaser a receipt confirming that Seller has received such amount.
View Source
Excess Capital. SMHG agrees that cash and cash equivalents and marketable securities of PMT in excess of the minimum tangible capital requirement imposed on PMT (or New PMT, if after conversion) by the Department of Banking (“Excess Capital”) may be expended for acquisitions and expansion subject to the approval of the Management Committee of Newco GP. SMHG estimates such Excess Capital to be approximately $2.9 million as of March 31, 2003.
View Source

Related to Excess Capital

  • Excess Cash Borrower shall establish on the date hereof an Eligible Account with Lender or Lender’s agent into which Borrower shall deposit all Excess Cash on each Payment Date during the continuation of a Cash Sweep Period (the “Excess Cash Reserve Account”). Amounts so deposited shall hereinafter be referred to as the “

  • Excess Cash Flow In the event that there shall be Excess Cash Flow in excess of $2,500,000 for any Fiscal Year, the Borrower shall, not later than the tenth Business Day following the date that is ninety days after the end of such Fiscal Year, prepay the Loans in an aggregate amount equal to 50% (provided that (i) such prepayment percentage shall be 25% if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Net Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year) shall be 1.80:1.00 or less and (ii) no such prepayment shall be required by this clause (e) if the foregoing Senior Secured Net Leverage Ratio as of the last day of such Fiscal Year shall be 1.30:1.00 or less) of the entire Excess Cash Flow for such Fiscal Year minus 100% of voluntary repayments of the Loans made during such Fiscal Year with Internally Generated Cash; provided, that, if at the time that any such prepayment would be required, the Borrower is required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt permitted pursuant to Section 6.1 pursuant to the terms of the documentation governing such Indebtedness with all or a portion of such Excess Cash Flow (such Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable ECF Indebtedness”), then the Borrower may apply such Excess Cash Flow on a pro rata basis to the prepayment of the Loans and to the repayment or re-purchase of Other Applicable ECF Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(e) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable ECF Indebtedness at such time, with it being agreed that the portion of Excess Cash Flow allocated to the Other Applicable ECF Indebtedness shall not exceed the amount of such Excess Cash Flow required to be allocated to the Other Applicable ECF Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided further, that to the extent the holders of Other Applicable ECF Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

  • Consolidated Excess Cash Flow Subject to Section 2.14(g), if there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

  • Maximum Capital Expenditures Borrower and its Subsidiaries on a consolidated basis shall not make Capital Expenditures during the following periods that exceed in the aggregate the amounts set forth opposite each of such periods: Period Maximum Capital Expenditures per Period Fiscal Year ending on or about March 31, 2007 $ 7,900,000 Fiscal Year ending on or about March 31, 2008 $ 9,500,000 Fiscal Year ending on or about March 31, 2009 and each Fiscal Year ending thereafter $ 3,000,000

  • Excess Finance Charge Collections Any amounts remaining in the Cap Proceeds Account, the Collection Account and the Payment Reserve Account, to the extent of any Available Series 1998-3 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsection 4.9(a)(i) through (xii) of the Agreement, shall be treated as Excess Finance Charge Collections, and the Servicer shall direct the Trustee in writing on each Business Day to withdraw such amounts from the Collection Account and to first make such amounts available to pay to Securityholders of other Series to the extent of shortfalls, if any, in amounts payable to such Securityholders from Finance Charge Collections allocated to such other Series, then to pay any unpaid commercially reasonable costs and expenses of a Successor Servicer, if any, and then on each Business Day other than the Default Recognition Date, to pay to the Transferor to be treated as "Transferor Retained Finance Charge Collections," and, on each Default Recognition Date, to pay any remaining Excess Finance Charge Collections to the Transferor. Notwithstanding the foregoing, if on any Default Recognition Date the sum of the amount of Available Series 1998-3 Finance Charge Collections (including, all amounts on deposit in the Payment Reserve Account) and Transferor Retained Finance Charge Collections is less than the Series Default Amount for such Default Recognition Date, the Servicer shall apply amounts deposited in the Accumulation Period Reserve Account pursuant to subsection 4.9(a)(xi) of the Agreement and the Spread Account pursuant to subsection 4.9(a)(viii) of the Agreement during the then current Monthly Period in accordance with subsection 4.9(a)(iii) of the Agreement to the extent of such shortfall.