R&W Policy Amount definition

R&W Policy Amount means, as of any date of determination, the excess (if any) of $5,000,000 (i.e., the total coverage amount under the R&W Policy) over the sum of all distributions to any Buyer Indemnified Party paid pursuant to the terms of the R&W Policy on or prior to such date.
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R&W Policy Amount means, as of any date of determination, the excess (if any) of the amount set forth on Schedule 1.118 (i.e. the total coverage amount under the R&W Insurance Policy) over the sum of (i) all distributions to any Buyer Indemnified Person paid by the insurer pursuant to the terms of the R&W Insurance Policy on or prior to such date and (ii) all amounts then claimed by Buyer (pursuant to the terms of the R&W Insurance Policy) to be owed to a Buyer Indemnified Person by the insurer under the R&W Insurance Policy.
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R&W Policy Amount means $382,500.
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Examples of R&W Policy Amount in a sentence

  • Lender agrees and consents to the entry of stop-transfer instructions with Buyer’s transfer agent and registrar against the Transfer of the Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount and the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be) in violation of the foregoing restrictions.

  • Lender acknowledges that it is informed as to the risks of the transactions contemplated hereby and of ownership of the Lender Stock Repayment Amount, the Lender Stock R&W Policy Amount and the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be).

  • Payment of any indemnification obligations of the Seller pursuant to this Section 9, subject in each case to the limitations in this Section 9, shall first be paid from the Indemnity Escrow Funds, then from the R&W Policy, and to the extent such indemnifiable Losses arise from breaches of a Seller Fundamental Representation, breaches of Section 3.7 or pursuant Section 9.2.1(b), and such Losses exceed the Indemnity Escrow Funds and the R&W Policy Amount, such excess shall be paid by the Seller.

  • Without limitation on the foregoing provisions of this Section 7.12 , in the event that such R&W Policy is obtained following the Closing, Buyer shall issue to Lender the Lender Stock R&W Policy Amount within two (2) Business Days of obtaining such R&W Policy; provided , that the obligation set forth in this sentence shall expire on the first anniversary of the Closing Date if no such R&W Policy is obtained by such date.

  • Without limitation on the foregoing provisions of this Section 7.12, in the event that such R&W Policy is obtained following the Closing, Buyer shall issue to Lender the Lender Stock R&W Policy Amount within two (2) Business Days of obtaining such R&W Policy; provided, that the obligation set forth in this sentence shall expire on the first anniversary of the Closing Date if no such R&W Policy is obtained by such date.

  • WHEREAS, the Parties desire to amend the Purchase Agreement to extend the duration of the Transfer restrictions applicable to the Lender Stock Repayment Amount, Lender Stock R&W Policy Amount and the Lender Stock Release Amount (or Remaining Lender Stock Release Amount, as the case may be), in accordance with Section 10.13 of the Purchase Agreement, as set forth below.

Related to R&W Policy Amount

  • Insurance Amount has the meaning set forth in Section 6.08(c).

  • 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).

  • 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.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Reimbursement Amount As defined in Section 2.04.

  • Principal Loss Amount With respect to each Payment Date, the sum of: (a) the aggregate amount of Credit Event Net Losses for all Credit Event Reference Obligations for the related Reporting Period; (b) the aggregate amount of court-approved principal reductions (“cramdowns”) on the Reference Obligations in the related Reporting Period; (c) subsequent losses on any Reference Obligation that became a Credit Event Reference Obligation on a prior Payment Date; and (d) amounts included in the second, fourth, seventh, eighth and tenth priorities set forth in Section 3.03(f) hereof.

  • Premium Amount The amount of premium due to the Note Insurer in accordance with the terms of the Insurance Agreement.

  • Advance Amount means with respect to Class A Advances, the Class A Advance Amount and, with respect to Class B Advances, the Class B Advance Amount.

  • Unpaid Realized Loss Amount With respect to any Class A Certificates and as to any Distribution Date, is the excess of Applied Realized Loss Amounts with respect to such Class over the sum of all distributions in reduction of the Applied Realized Loss Amounts on all previous Distribution Dates. Any amounts distributed to the Class A Certificates in respect of any Unpaid Realized Loss Amount shall not be applied to reduce the Certificate Principal Balance of such Class.

  • Insured Amount As defined in the Policy.

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Insurance Add-On Amount means the premium charged to the Obligor in the event that the Servicer obtains Force-Placed Insurance pursuant to Section 4.4.

  • Excess Overcollateralization Amount With respect to any Distribution Date, the excess, if any, of (a) the Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.

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

  • Amount Available means, as to any Remittance Date, an amount equal to

  • Available Facility Amount is defined in Section 2.2(a).

  • Class C Unpaid Realized Loss Amount As of any Distribution Date, the excess of (1) the Class C Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class C Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class C Certificates pursuant to the last sentence of the definition of "Certificate Principal Balance."

  • 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.

  • Gross advance amount means the sum payable to the payee or for the payee's account as consideration for a transfer of structured settlement payment rights before any reductions for transfer expenses or other deductions to be made from such consideration.

  • Advance Reimbursement Amount has the meaning stated in Section 4.4(b) of the Servicing Supplement.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Class Y Principal Reduction Amounts For any Distribution Date, the amounts by which the Class Principal Balances of the Class Y-1 and Class Y-2 Regular Interests, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix 1.

  • Class A Required Amount shall have the meaning specified in subsection 4.04(a).

  • Required Overcollateralization Amount With respect to any Distribution Date, (a) prior to the Stepdown Date, an amount equal to 1.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown Date if a Trigger Event is not in effect, the greater of (i) an amount equal to 3.60% of the aggregate outstanding Stated Principal Balance of the Mortgage Loans after giving effect to distributions made on that Distribution Date and (ii) the Overcollateralization Floor and (c) on or after the Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization Amount from the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as written confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency. Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage Loans to the Depositor and any successor thereto.

  • Policy Payments Account means a separate special purpose trust account that is an Eligible Account, for the benefit of Holders of the Notes and the Credit Enhancer over which the Indenture Trustee has exclusive control and sole right of withdrawal.