Account Arrangements Clause Samples
The Account Arrangements clause defines how financial accounts related to the agreement will be established, maintained, and managed. It typically specifies which party is responsible for opening the account, the permitted uses of the account, and any requirements for deposits, withdrawals, or account oversight. For example, it may require that all project funds be held in a dedicated escrow account or that both parties have joint signatory rights. The core function of this clause is to ensure transparency and control over financial transactions, reducing the risk of misuse or misallocation of funds.
Account Arrangements. (a) Prior to the Closing Date, the Seller shall have entered into (i) Lock-Box Agreements with all of the Lock-Box Banks, (ii) the Intercreditor Agreement, and (iii) a Collection Account Agreement with all of the Collection Account Banks, and delivered original counterparts of each to the Administrative Agent. Each of the Lock-Box Accounts and the Collection Accounts shall be used for the purpose of receiving Collections as described herein and in the other Transaction Documents. During the continuation of a Termination Event or Incipient Termination Event, the Administrative Agent may, with the consent of the Majority Purchasers, or shall, upon the direction of the Majority Purchasers, at any time thereafter provide a Stop Transfer Notice (as defined in the Intercreditor Agreement) to each Lock-Box Bank and provide notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the Collection Account Agreements, as the case may be, to do any or all of the following, in accordance with the Intercreditor Agreement: (a) to exercise exclusive dominion and control over the funds deposited in the Lock-Box Accounts and/or the Collection Accounts, (b) to have the proceeds of the Pool Receivables that are sent to the respective Lock-Box Accounts allocated in accordance with the Intercreditor Agreement pursuant to the Administrative Agent’s instructions rather than deposited in the Collection Accounts and, and/or to have the proceeds that are sent to the Collection Accounts redirected pursuant to the Administrative Agent’s instructions rather than transferred to the Servicer, and (c) to take any or all other actions permitted under the applicable Lock-Box Agreement, Intercreditor Agreement and Collection Account Agreement. The Seller hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer hereby further agree to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the Administrative Agent. The parties hereto hereby acknowledge and agree that if at any time the Administrative Agent exercises its right to...
Account Arrangements. On the Closing Date, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and in each case deliver executed counterparts thereof to the Administrator. Upon the occurrence of a Termination Event and during the continuance thereof, the Administrator may, or shall, at the direction of the Majority Purchaser Agents, instruct the Seller or the Servicer to direct Obligors of Receivables to make payments to such accounts (other than the Lock-Box Accounts) as directed by the Administrator; provided, that if the Seller or the Servicer, as the case may be, fails to so direct each Obligor, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so direct the Obligors. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter other than through a Lock-Box Account shall be sent immediately to, or as otherwise instructed by, the Administrator.
Account Arrangements. (a) The Principal Stockholder hereby instructs US Holdco, on the Principal Stockholder's behalf, to deposit in the Account $180,000,0000 of the Merger Consideration to which it is entitled under the Merger Agreement on the date on which such $180,000,000 would otherwise have been paid to the Principal Stockholder. The Principal Stockholder hereby agrees that it shall on delivery of the Certificates representing Company Common Stock to the Exchange Agent direct the Exchange Agent to so deposit such $180,000,000 of the Merger Consideration into the Account.
(b) The parties agree to treat the Principal Stockholder as the beneficial owner of the Account, including any income derived from the Account, for income tax purposes. Any withdrawal by US Holdco from the Account or any payment made by the Principal Stockholder to US Holdco under the terms of this Agreement shall be treated as a decrease in the Merger Consideration paid by US Holdco to the Principal Stockholder and as not taxable to US Holdco or HSBC. Any payment into the Account (other than the payment contemplated by Section 3(a)) or to the Principal Stockholder by US Holdco under the terms of this Agreement shall be treated as an increase in the Merger Consideration paid by US Holdco to the Principal Stockholder.
(c) The Account shall bear interest for each six month period at the London InterBank Offered Rate as quoted by HSBC at the beginning of each six month period for accounts of a similar size. Such interest shall be credited to the Account at the end of each six month period and shall be paid promptly thereafter to the Principal Stockholder or its designee.
Account Arrangements. On the Closing Date, the Seller shall enter into Lock-Box Agreements with all of the Lock-Box Banks and in each case deliver executed counterparts thereof to the Administrator. Upon the occurrence of a Termination Event and during the continuance thereof, the Administrator may or, at the direction of the Majority Purchaser Agents, shall instruct the Seller or the Servicer to direct Obligors of Receivables to make payments to such accounts (other than the Lock-Box Accounts or the Canadian Collection Account) as directed by the Administrator; provided, that if the Seller or the Servicer, as the case may be, fails to so direct each Obligor, the Administrator (at the Seller’s or the Servicer’s, as the case may be, expense) may so direct the Obligors. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter other than through a Lock-Box Account (but including any such proceeds received in the Canadian Collection Account) shall be sent immediately to, or as otherwise instructed by, the Administrator.
Account Arrangements. (i) The Collection Accounts established and subject to the Existing Control Agreements are identified as such on Schedule 5 hereto. Prior to the Post-Closing Effective Date, the Seller shall deliver to the Buyer a fully executed Control Agreement with respect to (x) each of the Collection Account that are identified on Schedule 5 as of the date hereof that are not subject to an Existing Control Agreement and
Account Arrangements. The Depositary Account shall have been established and shall be subject to the first priority Lien of the Agent on terms satisfactory to the Agent (including, without limitation, the execution and delivery with the account bank therefor of a Control Agreement relating thereto).
Account Arrangements