Retained Amount Sample Clauses

Retained Amount. At the Closing, the Contributee shall retain an amount in Units or cash (with the type of consideration determined by the Contributors) equal to the Retained Amount for payment to the Contributors Representatives after the expiration of the Survival Period, subject to decrease as provided in Article 19, valued, in the case of Units comprising the Retained Amount, at the Common Unit Value and/or the Preferred Unit Value, as the case may be; provided, however, that if the Contributee has delivered a Claim Notice with respect to any Property, the Contributor thereof or the Equity Interests related thereto prior to the expiration of the Survival Period as provided in Section 19.5 but the Claim has not yet been resolved as of the expiration of the Survival Period, then the Retained Amount applicable to each such Contributor less amounts previously utilized to resolve any Claim relating to such Property, the Contributor thereof or the Equity Interests related thereto shall continue to be retained until such Claim has been finally resolved as provided in Article 19. Prior to payment of the Retained Amount to the Contributors as directed by the Contributors Representatives, the distributions paid on the Units comprising the Retained Amount shall be paid to the Contributors Representatives until such time (if any) as they are used for offset pursuant to Section 19.6.

Retained Amount. The Owner covenants with the Borough Council that the Retained Amount shall be an amount equivalent to one years estimated annual cost of managing monitoring and maintaining (allowing for contingencies and indexation) the Open Space pursuant to the Open Space Management Plan

Retained Amount. The parties hereto agree and acknowledge that for purposes of Article 5 and Article 6 of the Partnership Agreement any Partnership Units retained by the Contributee (as all or part of the Retained Amount) pursuant to Section 3.7 of the Contribution and Sale Agreement shall be treated as if such Partnership Units were owned by the applicable Limited Partners unless and until such Partnership Units are used for offset as provided in Section 19.5 of the Contribution and Sale Agreement.

Retained Amount. After the Closing Seller shall not --------------- distribute to its partners, but shall continue to hold (a) at least one million dollars ($1,000,000) of the Purchase Price in a separate account or accounts, and (b) at least four million dollars ($4,000,000) of the Purchase Price in Aurora Limited Partnership (collectively, the "Retained Amount") until the third anniversary of the Closing Date in order to have assets available if Seller is required to indemnify Buyer pursuant to Section 9.1(a), (b), (c) or (e). Seller shall invest the Retained Amount, and the proceeds thereof, either in accordance with the Investment Guidelines or in any investment approved by Buyer in writing prior to Seller's making of such investment (such approval not to be unreasonably withheld). Such investment in such limited partnership is hereby approved by Buyer. Seller shall cause the aggregate amount in such separate account or accounts and such limited partnership to at all times be equal to or greater than (i) the Retained Amount, less (ii) the sum of all amounts paid to Buyer by Seller prior to such time pursuant to its indemnification obligations set forth in Sections 9.1(a), (b) and (c). Seller shall maintain a net worth greater than or equal to the Retained Amount less such sum and shall deliver to Buyer a quarterly statement of the aggregate amount held by Seller in such separate account or accounts and such limited partnership within 15 Business Days after the end of each quarter. Seller shall not dispose of or sell, or assign or pledge any interest in, any amount or investment held by Seller in such separate account or accounts or such limited partnership except (x) in accordance with the Investment Guidelines, (y) for sales to liquidate any investment, or (z) with the prior written consent of Buyer (such consent not to be unreasonably withheld). Seller shall be free to distribute to its partners all of its other assets at any time and from time to time on or after the Closing Date. Seller's partners shall not be obligated to return any amount distributed to them by Seller in conformance with the provisions of this Section 9.4.

Retained Amount. Section 3.7 of the Contribution Agreement shall be amended and restated in its entirety to read as follows:

Retained Amount. 5 c. REINSURER'S AUTOMATIC ACCEPTANCE LIMITS. ............................5 d. AUTOMATIC IN FORCE AND APPLIED FOR LIMIT. ...........................5 e. RESIDENCE............................................................5 f. MINIMUM CESSION .....................................................5 g. NO PRIOR FACULTATIVE SUBMISSIONS.....................................5

Retained Amount. The definition of Retained Amount in Article 1 of the Contribution Agreement is amended and restated to read in its entirety as follows:

Retained Amount. DNR shall retain ten percent of the compensation associated with this Contract to secure the Contractor’s performance under this Contract. The retained amount shall be payable only upon DNR’s issuance of a written Final Notice of Acceptance.

Retained Amount. At the Closing and in accordance with the Escrow Agreement, Buyer shall retain from the Cash Purchase Price the sum of Three Hundred Fifty Thousand Dollars ($350,000) (the “Retained Amount”) for a period of twelve (12) months (the “Retention Period”) for the purposes of securing Seller’s and Shareholders’ indemnification obligations under this Agreement. At the termination of the Retention Period, Buyer shall release to Seller the Retained Amount and all proceeds thereof minus the amount of any outstanding indemnification claims theretofore asserted by Buyer against Seller or the Shareholders hereunder. If there is any outstanding indemnification claim at the expiration of the Retention Period, Buyer shall continue to hold the Retained Amount and all proceeds thereof until the final resolution of such indemnification claim, at which time the Retained Amount shall be released to Seller or forfeited to Buyer, as applicable. Notwithstanding any provision herein to the contrary, Seller shall be entitled to receive interest and other earnings earned, if any, on the Retained Amount.