Common use of Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney Clause in Contracts

Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney. Section 3.28 of the Disclosure Schedule is a true and complete list of (i) the names of each bank, savings and loan association, securities or commodities broker or other financial institution in which the Business (in the name of a Seller or Century CP) has an account, including cash contribution accounts, and the names of all persons authorized to draw thereon or have access thereto, (ii) the location of all lockboxes and safe deposit boxes of the Business and the names of all Persons authorized to draw thereon or have access thereto and (iii) the names of all Persons, if any, holding powers of attorney from the Sellers or Century CP relating to the Business. At the time of the Closing, none of the Sellers shall have any such account, lockbox or safe deposit box for use in respect of the Business other than those listed in Section 3.28 of the Disclosure Schedule, nor shall any additional Person have been authorized, from the date of this Agreement, to draw thereon or have access thereto or to hold any such power of attorney, without the prior written consent of the Purchaser. At the time of the Closing, all monies and accounts of the Business shall be held by, and be accessible only to, the Business.

Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney. Section 3.28 3.28(i) of the Disclosure Schedule is a true complete and complete accurate list of (ia) the names of each bank, savings and loan association, securities or commodities broker or other financial institution in which the Business (in the name of a Seller or Century CP) Company has an account, including including, without limitation, cash contribution accounts, and the names of all persons authorized to draw thereon or have access thereto, (iib) the location of all lockboxes and safe deposit boxes of the Business Company and the names of all Persons authorized to draw thereon or have access thereto thereto, and (iiic) the names of all Persons, if any, holding powers of attorney from the Sellers or Century CP relating to the Company or the Business, or from the Company. At the time of the Closing, none without the prior written consent of the Sellers Purchaser, the Company shall not have any such account, lockbox or safe deposit box for use in respect of the Business other than those listed in Section 3.28 3.28(ii) of the Disclosure Schedule, nor shall any additional Person have been authorized, from the date of this Agreement, to draw thereon or have access thereto or to hold any such power of attorney, without attorney relating to the prior written consent Company or the Business or from the Company except such Persons listed in Section 3.28(iii) of the PurchaserDisclosure Schedule. There are no commingled monies or accounts of the Company with other monies or accounts of the Sellers or relating to the other businesses of the Sellers nor has the Sellers transferred monies or accounts of the Company other than to an account of the Company. At the time of the Closing, all monies and accounts of the Business Company shall be held by, and be accessible only to, the BusinessCompany.

Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney. Section 3.28 of the Disclosure Schedule 4.28 is a true and complete list of (ia) the names of each bank, savings and loan association, securities or commodities broker or other financial institution in which the Business (in the name of a Seller or Century CP) has an account, including cash contribution accounts, and the names of all persons authorized to draw thereon or have access thereto, (iib) the location of all lockboxes and safe deposit boxes of the Business Seller and the names of all Persons authorized to draw thereon or have access thereto thereto, and (iiic) the names of all Persons, if any, holding powers of attorney from the Sellers or Century CP Seller relating to the BusinessBusiness or the Seller. At the time of the Closing, none of the Sellers Seller shall not have any such account, lockbox or safe deposit box for use in respect of the Business other than those listed in Section 3.28 of the Disclosure ScheduleSchedule 4.28, nor shall any additional Person have been authorized, from the date of this Agreement, to draw thereon or have access thereto or to hold any such power of attorney, without the prior written consent of the Purchaser. Except as disclosed in Schedule 4.28, the Seller has not commingled monies or accounts of the Seller with other monies or accounts of shareholders or any Affiliates of the Seller. At the time of the Closing, all monies and accounts of the Business Seller shall be held by, and be accessible only to, the BusinessSeller.

Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney. Set forth in Section 3.28 3.22(a) of the Disclosure Schedule is a true and complete list of (i) the names of each bank, savings and loan association, securities or commodities broker or other financial institution in which the Business (in the name of a Seller or Century CP) Company has an account, including cash contribution accounts, and the names of all persons authorized to draw thereon or have access thereto, (ii) the location of all lockboxes and safe deposit boxes of the Business Company and the names of all Persons authorized to draw thereon or have access thereto and (iii) the names of all Persons, if any, holding powers of attorney from the Sellers Company or Century CP the Seller relating to the BusinessBusiness or the Company. At the time of the Closing, none of the Sellers Company shall not have any such account, lockbox or safe deposit box for use in respect of the Business other than those listed in Section 3.28 3.22(a) of the Disclosure Schedule, nor shall any additional Person have been authorized, from the date of this Agreement, to draw thereon or have access thereto or to hold any such power of attorney, without the prior written consent of the Purchaser. Except as disclosed in Section 3.22(a) of the Disclosure Schedule, the Company has not commingled monies or accounts of the Company with other monies or accounts of shareholders or any Affiliates of the Company. At the time of the Closing, all monies and accounts of the Business Company shall be held by, and be accessible only to, to the BusinessCompany.

Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney. Section 3.28 of the Disclosure Schedule is 3.26 sets forth a true and complete list of (ia) the names of each bank, savings and loan association, securities or commodities broker or other financial institution in which the Business (in the name of a Seller or Century CP) Company has an account, including cash contribution accounts, and the names of all persons authorized to draw thereon or have access thereto, (iib) the location of all lockboxes and safe deposit boxes of the Business Company and the names of all Persons authorized to draw thereon or have access thereto and (iiic) the names of all Persons, if any, holding powers of attorney from the Sellers or Century CP Shareholders relating to the Company or the Business, or from the Company. At the time of the Closing, none without the prior written consent of AlliedSignal, the Sellers Company shall not have any such account, lockbox or safe deposit box for use in respect of the Business other than those listed in Section 3.28 of the Disclosure ScheduleSchedule 3.26, nor shall any additional Person have been authorized, from the date of this Agreement, to draw thereon or have access thereto or to hold any such power of attorneyattorney relating to the Company or the Business or from the Company. Except as disclosed in Schedule 3.26, without the prior written consent no such Shareholder has commingled monies or accounts of the PurchaserCompany with other monies or accounts of any Shareholder relating to its other businesses nor has such Shareholder transferred monies or accounts of the Company other than to an account of the Company. At the time of the Closing, all monies and accounts of the Business Company shall be held by, and be accessible only to, the BusinessCompany.

Accounts; Lockboxes; Safe Deposit Boxes; Powers of Attorney. Section 3.28 3.29 of the Disclosure Schedule is a true and complete list of (i) the names of each bank, savings and loan association, securities or commodities broker or other financial institution in which the Business (in the name of a Seller or Century CP) has an accountaccount relating to the Business, including cash contribution accounts, and the names of all persons authorized to draw thereon or have access thereto, (ii) the location of all lockboxes and safe deposit boxes of the Seller relating to the Business and the names of all Persons authorized to draw thereon or have access thereto and (iii) the names of all Persons, if any, holding powers of attorney from the Sellers or Century CP Seller relating to the Business. At the time of the Closing, none of the Sellers Seller shall not have any such account, lockbox or safe deposit box for use in respect of the Business other than those listed in Section 3.28 3.29 of the Disclosure Schedule, nor shall any additional Person have been authorized, from the date of this Agreement, to draw thereon or have access thereto or to hold any such power of attorney, without the prior written consent of the Purchaser. The Seller has not commingled monies or accounts of the Seller with other monies or accounts of any Affiliates of the Seller. At the time of the Closing, all monies and accounts of the Business Seller shall be held by, and be accessible only to, the BusinessSeller.