Health Savings Account (HSA) is a tax-exempt trust or custodial account established exclusively for the purpose of paying qualified medical expenses of the member who is covered under a high deductible health plan. The member must be covered under the HSA plan for the months in which contributions are made. HIGH DEDUCTIBLE HEALTH PLAN (HDHP) is a health plan that satisfies certain requirements with respect to deductibles and out-of-pocket expenses. The plan cannot provide payment for any covered healthcare service until the plan year deductible is satisfied, with the exception of preventive care services. • that provides medical and surgical care for patients who have acute illnesses or injuries; and • is either listed as a hospital by the American Hospital Association (AHA) or accredited by the Joint Commission on Accreditation of Healthcare Organizations (JCAHO).
Income Account The Trustee shall collect the dividends and other cash distributions on the Securities in each Trust which would be treated as dividend (other than capital gain dividends) or interest income under the Internal Revenue Code as such become payable (including all monies which would be so treated representing penalties for the failure to make timely payments on the Securities, or as liquidated damages for default or breach of any condition or term of the Securities or of the underlying instrument relating to any Securities and other income attributable to a Failed Contract Obligation for which no Replacement Security has been obtained pursuant to Section 3.12 hereof) and credit such income to a separate account for each Trust to be known as the "Income Account." Any non-cash distributions received by a Trust shall be sold to the extent they would be treated as dividend or interest income under the Internal Revenue Code and the proceeds shall be credited to the Income Account. Except as provided in the preceding sentence, non-cash distributions received by a Trust (other than a non-taxable distribution of the shares of the distributing corporation which shall be retained by a Trust) shall be dealt with in the manner described in Section 3.11, herein, and shall be retained or disposed of by such Trust according to those provisions and the proceeds thereof shall be credited to the Capital (Principal) Account. Neither the Trustee nor the Depositor shall be liable or responsible in any way for depreciation or loss incurred by reason of any such sale. All other distributions received by a Trust shall be credited to the Capital (Principal) Account."
Cash Account Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Bank's London Branch. Any cash so deposited with Bank's London Branch shall be payable exclusively by Bank's London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
Retirement Accounts With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Xxxx IRAs, Education IRAs, and 403(b) Plans (such accounts, “Retirement Accounts”), the Transfer Agent, at the request and expense of the Fund, provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial agent services such as account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.
What Forms of Distribution Are Available from a Xxxxxxxxx Education Savings Account Distributions may be made as a lump sum of the entire account, or distributions of a portion of the account may be made as requested.
Individual Account An individual account is an account owned by you alone, which you as the account owner use during your lifetime.
Health Spending Account contributions by the Executive will cease on the Effective Date. The Executive may submit claims against the balance accrued to the Effective Date, until the end of the calendar year in which the Effective Date occurs.
REGISTERED RETIREMENT SAVINGS PLAN 1. In this Article:
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 XxXxx 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 XxXxx 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.
Revenue Account (a) The following amounts shall be deposited into the Revenue Account directly, or if received by CE Generation or any Assignor, as soon as practicable upon receipt, in either case in accordance with this Section 3.1(a):
(i) all Available Cash Flow (other than Available Cash Flow required to be deposited in the Redemption Account pursuant to Section 3.5(a)) received by the Assignors;
(ii) all proceeds received by CE Genera tion in connection with a sale of all or any portion of its ownership interest in any Assignor (other than proceeds required to be deposited in the Redemption Account pursuant to Section 3.5(a));
(iii) all proceeds received by the Assignors in connection with a sale of all or any portion of their respective ownership interests in the Project Companies or their right to receive Available Cash Flow (other than proceeds required to be deposited in the Redemption Account pursuant to Section 3.5(a));
(iv) to the extent the Debt Service Reserve Account is fully funded or the Monies on deposit in or credited to such Account, together with any Debt Service Reserve Letter of Credit, equals the Debt Service Reserve Requirement, any income from the investment of Monies on deposit in or credited to any of the Accounts pursuant to Section 3.7; and
(v) all other Monies required to be transferred to the Revenue Account from any other Account as contemplated under this Agreement or as provided in Section 7 of the Intercreditor Agreement. If any of the foregoing amounts required to be deposited with the Depositary Bank in accordance with the terms of this Agreement are received by CE Generation, any Assignor or any Affiliate thereof, CE Generation or such Assignor shall or shall cause any such Affiliate to hold such payments in trust for the Collateral Agent and shall promptly remit such payments to the Depositary Bank for deposit in the Revenue Account in the form received (with any necessary endorsements).
(b) In the event the Depositary Bank receives Monies without adequate instruction with respect to the source or proper Account in which such Monies are to be deposited, the Depositary Bank shall deposit such Monies into the Revenue Account and segregate such Monies from all other Monies on deposit in or credited to the Revenue Account and notify CE Generation and the Assignors of the receipt and source of such Monies. Upon receipt of written instructions from CE Generation, the Depositary Bank shall transfer such Monies from the Revenue Account to the Account specified in such instructions in accordance with the terms of this Agreement.
(c) The Collateral Agent, CE Generation and each Assignor hereby irrevocably authorize the Depositary Bank to make withdrawals and transfers of Monies (via wire transfer or otherwise in the discretion of the Depositary Bank), to the extent then on deposit in or credited to the Revenue Account, upon the delivery of an Officer's Certificate of CE Generation (a "Funds Transfer Certificate") to the Depositary Bank setting forth the Monies to be withdrawn from the Revenue Account and the Monies to be transferred pursuant to this clause (c) pursuant to the terms of this Agreement in the following order of priority:
(i) FIRST: Transfer on each Funding Date from the Revenue Account to the Persons entitled to such pay ments an amount (as set forth in such Funds Transfer Certificate) equal to the sum of (A) all Operating and Administrative Costs of CE Generation, the Assignors and the Intermediate Holding Companies incurred on or prior to such Funding Date or reasonably expected to be incurred within the next thirty (30) days and (B) any taxes, assess ments and governmental charges or levies imposed on CE Generation, any Assignor or any Intermediate Holding Company on or prior to such Funding Date; provided that no Operating and Administrative Costs payable to an Affiliate of any of CE Generation, any Assignor or any Intermediate Holding Company shall be paid pursuant to this clause (i), other than Operating and Administrative Costs payable by such Affiliate to Persons other than any such Affiliate and that are incurred by such Affiliate on behalf of CE Generation, any Assignor or any Intermediate Holding Company; and provided, further that if Monies then on deposit in or credited to the Revenue Account are insufficient on such Funding Date to make the transfers specified in this clause (i), transfer of Monies shall be made ratably to the specified recipients in accordance with the respective amounts owed to such recipients;
(ii) SECOND: After making each applicable transfer specified in clause (i) immediately above, transfer on each Funding Date from the Revenue Account to the Depositary Bank, the Collateral Agent, the Trustee and the Debt Service Reserve LOC Provider an amount (as set forth in such Funds Transfer Certificate) equal to all Administrative Costs due and payable to such parties on such Funding Date; provided that if Monies then on deposit in or credited to the Revenue Account are insufficient on such Funding Date to make the transfers specified in this clause (ii), transfer of Monies shall be made ratably to the specified recipients in accordance with the respective amounts owed to such recipients;
(iii) THIRD: After making each applicable transfer specified in clauses (i) and (ii) immediately above, transfer on each Funding Date from the Revenue Account to the Debt Payment Account an amount (as set forth in such Funds Transfer Certificate) which, together with the Monies then on deposit therein or credited thereto, is equal to the sum of (A) all principal of and interest on the Securities and all other amounts payable under the Indenture due and payable on the next succeeding Payment Date, (B) all principal of and interest on any Debt Service Reserve Bonds due and payable on the next succeeding Payment Date, (C) all commit ment, letter of credit and fronting fees payable under the Debt Service Reserve LOC Reimbursement Agreement due and payable on the next succeeding Payment Date and (D) all interest on any Debt Service Reserve LOC Loans due and payable on the next succeeding Payment Date;
