Withheld Assets Sample Clauses

Withheld Assets. Any assets withheld pursuant to Section 7(a) shall be retained by the Escrow Agent in the Escrow Fund until (i) fifteen (15) days shall have expired since Holding Company delivered to the Escrow Agent and the Stockholder a copy of an Indemnification Notice or the Distribution Report and the Escrow Agent shall not have received a Dispute Notice within such time from the Stockholder, at which time the Escrow Agent shall pay Holding Company the amount of such claim, (ii) the Escrow Agent receives written direction from Holding Company and the Stockholder directing the Escrow Agent to disburse assets, in which case disbursement shall be made in accordance with such direction, (iii) the Escrow Agent receives a written notice from Holding Company and Stockholder directing that any pending claim, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such notice, or (iv) the Escrow Agent receives a Final Decree directing that a pending claim, or any portion thereof, be paid, in which case payment of such pending claim or portion thereof shall be made in accordance with such Final Decree. At such time as any claim pending on the Distribution Date is no longer pending, the Escrow Agent shall distribute to the Stockholder, any balance of the assets withheld in respect of that claim remaining after disposition of that claim.
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Withheld Assets. If a Consent applicable to the transactions contemplated by this Agreement is not obtained, complied with or otherwise satisfied prior to the Closing Date, then, unless otherwise mutually agreed to by Seller and Buyer, any Asset or portion thereof affected by such Consent (a “Withheld Asset”) shall be held back from the Assets to be transferred and conveyed to Buyer at Closing and the Base Purchase Price to be paid at Closing shall be reduced by the Allocated Value of such Withheld Asset. For purposes of clarification, the Withheld Assets shall be deemed to include each contract or agreement that contains a confidentiality or restriction on assignment that is excluded from the definition of “Contracts” by virtue of Seller having failed to secure a waiver or consent prior to Closing from the other party(s) to such contract or agreement after exercising commercially reasonable efforts. Any Withheld Asset so held back at the initial Closing shall be conveyed to Buyer within ten (10) days following the date on which Seller obtains, complies with or otherwise satisfies all Consents with respect to such Withheld Asset for a purchase price equal to the amount by which the Base Purchase Price was reduced on account of the holding back of such Withheld Asset on the terms and conditions set forth in this Agreement; provided, however, that if all Consents with respect to any Withheld Asset so held back at the initial Closing are not obtained, complied with or otherwise satisfied within one hundred eighty (180) days following the Closing Date, then such Withheld Asset shall be eliminated from the Assets and this Agreement and become a Retained Asset unless Seller and Buyer mutually agree to proceed with a closing on such Withheld Asset in which case Buyer shall be deemed to have waived any objection with respect to non-compliance with such Consent.
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Withheld Assets. Assets withheld pursuant to Section 5(a) above for individual Pending Claims shall be retained by the Escrow Agent in the Escrow Fund and paid to Wilsons from the Escrow Fund in cash in accordance with Section 4(c) above as follows:
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Withheld Assets. The Withheld Assets will be held by the Company in an amount equal to the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies. The investment of the Withheld Assets will be managed by an investment advisor (the "Advisor") approved by both the Company and Life Re. The Advisor will manage the Withheld Assets in accordance with the Investment Guidelines attached hereto as Schedule D. Any investment income or gain received from the Withheld Assets will be considered Withheld Assets. Life Re is solely responsible for the payment of any fees charged by the Advisor for managing the Withheld Assets. Such fees will be paid directly by Life Re and will not be paid out of the Withheld Assets. If at any time the value of the Withheld Assets (as reflected on the Company's financial statements prepared in accordance with statutory accounting principles) should be less than the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies, Life Re will transfer to the Company cash or other assets which meet the requirements of the Investment Guidelines in an amount sufficient so that the value of the Withheld Assets equals or exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies. If the value of the Withheld Assets (as reflected on the Company's financial statements prepared in accordance with statutory accounting principles) exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies, Life Re may elect to have all or some portion of the excess paid to Life Re. Life Re may elect to have either cash or assets transferred from the Withheld Assets to Life Re; however, Life Re must ensure that after any such transfer the value of the Withheld Assets equals or exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies. If the value of the Withheld Assets (as reflected on the Company's financial statements prepared in accordance with statutory accounting principles) exceeds the statutory reserves (including the IMR and the Company's estimated dividend liabilities) on Life Re's Share of the Reinsured Policies by more than 5% of the statutory reserves (including the Compan...
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Related to Withheld Assets

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts (a) Each Master Servicer shall establish and maintain one or more segregated accounts (“Servicing Accounts”), in which all Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) to effect the payment of real estate taxes, assessments, insurance premiums (including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the related Mortgaged Property; (ii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clause (i); (iii) to refund to the related Borrower any sums as may be determined to be overages; (iv) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Servicing Account (or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required to be applied to the repair or restoration of the related Mortgaged Property, (vi) after an event of default, to pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the Servicing Account in error; or (viii) to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. The applicable Master Servicer shall pay or cause to be paid to the related Borrowers interest and other income, if any, earned on the investment of funds in Servicing Accounts maintained thereby, if and to the extent required by law or the terms of the related Mortgage Loan Documents. If a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s).

  • Real Estate Taxes All taxes and installments for special assessments will be prorated for the calendar year based on taxes levied. If taxes have not been levied, then they will be prorated based upon taxes for the previous year, adjusted for the most recent mill levy, if known.

  • Collection of Taxes, Assessments and Similar Items; Servicing Accounts (a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.

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