ACCOUNTS WIND-DOWN Clause Samples

ACCOUNTS WIND-DOWN. The Loan is replacing an existing line of credit to Borrower from ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”). In connection with such existing line of credit, ▇▇▇▇▇▇▇▇ has established certain depository accounts with ▇▇▇▇▇ Fargo which will continue to be used until Borrower is able to complete all necessary actions to cause third parties not to continue deliver funds into such depository accounts at ▇▇▇▇▇ Fargo. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇▇▇ will undertake to wind down and close such depository accounts at ▇▇▇▇▇ Fargo as soon as reasonably possible, and in any event, within 180 calendar days after the date of this Agreement. ▇▇▇▇▇▇▇▇ further agrees that Borrower will not deposit any funds into such depository accounts at ▇▇▇▇▇ Fargo and will undertake to transfer funds from such depository accounts at ▇▇▇▇▇ Fargo in the ordinary course of business. In consideration of the foregoing agreements of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees that the existence of security interests held by ▇▇▇▇▇ Fargo upon such depository accounts at ▇▇▇▇▇ Fargo shall not constitute an event of default by Borrower under the Loan Documents.
View Source

Related to ACCOUNTS WIND-DOWN

  • Linked Accounts All accounts with the Bank that you enroll in a service will be linked by the tax identification numbers of the persons authorized to access the account. The linked accounts will appear together without regard to the ownership of the accounts. For example, if an authorized user of a linked account accesses the Service, that authorized user will be able to view and access at a single time the following accounts: • the accounts of the business for which that person is an authorized user; • the accounts of any other business for which that person is an authorized user; and • any consumer accounts for which the person is a co-owner or authorized signer.

  • Deposit Accounts; Credit Card Arrangements (a) Annexed hereto as Schedule 5.21(a) is a list of all DDAs maintained by the Loan Parties as of the Closing Date, which Schedule includes, with respect to each DDA (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) a contact person at such depository, and (iv) the identification of each Blocked Account Bank. (b) Annexed hereto as Schedule 5.21(b) is a list describing all arrangements as of the Closing Date to which any Loan Party is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges and debit card charges for sales made by such Loan Party.

  • Bank Accounts; Cash Balances (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex or any other member of the Varex Group (collectively, the “Varex Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such Varex Account and Parent Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Account or Varex Account, respectively, is de-Linked from such Parent Account or Varex Account, respectively. (b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the Varex Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex or a member of the Varex Group. (c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the Parent Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent or a member of the Parent Group. (d) With respect to any outstanding checks issued or payments initiated by Parent, Varex, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively. (e) As between Parent and Varex (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off. (f) It is understood and agreed that, effective as of the Effective Time, Varex and members of the Varex Group shall not have cash and cash equivalents in an aggregate amount that exceeds the Maximum Cash Amount; provided that cash and cash equivalents of ▇▇▇▇▇ Medical Solutions AG shall not be included in the calculation of Maximum Cash Amount; provided, further, that, subject to 2.4(e), the Varex Delayed Asset Consideration shall not be included in the Maximum Cash Amount. (g) Within thirty (30) days after the Distribution Date, Varex shall cause to be prepared in good faith and delivered to Parent a balance sheet (the “Balance Sheet”) setting forth cash and cash equivalents held by each member of the Varex Group as of the Effective Time (the aggregate amount of such cash and cash equivalents (other than the Delayed Varex Asset Consideration and cash and cash equivalents held by ▇▇▇▇▇ Medical Solutions AG as of the Effective Time), the “Final Cash Balance”). For a period of sixty (60) days following delivery by Varex of the Balance Sheet or such longer period as Parent is disputing the amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex shall cooperate with and make available to Parent and its Representatives all information, records, data and working papers, in each case, to the extent related to the determination of the amount of cash and cash equivalents held by the members of the Varex Group as of the Effective Time, and Varex shall permit access to its facilities and personnel, as may be reasonably required in connection with the review and analysis of the Balance Sheet. (h) If the Final Cash Balance exceeds the Maximum Cash Amount, then Varex shall pay or cause to be paid an amount in cash equal to such difference to Parent by wire transfer of immediately available funds to an account or accounts designated in writing by Parent to Varex within five (5) Business Days after the date of delivery of the Balance Sheet. Any such payment shall be treated by the Parties for all purposes as an adjustment to the Cash Transfer. For the avoidance of doubt, if the Maximum Cash Amount is equal to or less than the Final Cash Balance, then Parent or any member of the Parent Group shall not have any obligation to pay or provide any cash or cash equivalents to any member of the Varex Group. (i) If Parent disagrees with the amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent and Varex shall attempt to resolve the dispute in good faith for thirty (30) days following the delivery to Parent of the Balance Sheet. Following such thirty (30) day period, Parent shall be entitled to dispute such amount or amounts pursuant to Article VII and shall be entitled to make an Arbitration Request without first complying with Section 7.1 or Section 7.2.

  • Collateral Accounts (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. (b) Prior to the Issue Date, the Trustee shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the First Priority Collateral Account, in the case of proceeds from First Priority Collateral, or in the Second Priority Collateral Account, in the case of proceeds from Second Priority Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit. (c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).

  • Deposit Accounts, Securities Accounts and Commodity Accounts Attached hereto as Schedule 14 is a true and complete list of all Deposit Accounts, Securities Accounts and Commodity Accounts maintained by each Company, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account.