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.
Appears in 7 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement, Separation and Distribution Agreement
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 Contracts governing each bank and brokerage account owned by Varex SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements Contracts 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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, VarexSpinCo, 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; provided, that to the extent any such amounts are honored after the Effective Time by a Person or Group for the benefit of the other Group, such amount shall be reimbursed promptly (but in any event within five (5) Business Days) following the Effective Time.
(ec) As between Parent and Varex SpinCo (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.
Appears in 6 contracts
Samples: Separation and Distribution Agreement (Atlas Energy, L.P.), Separation and Distribution Agreement (Targa Resources Partners LP), Separation and Distribution Agreement (Atlas Energy Group, LLC)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its such Party’s 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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent KAR or any other member of the Parent KAR Group (collectively, the “Parent KAR Accounts”) so that each such Varex SpinCo Account and Parent KAR Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent KAR Account or Varex SpinCo Account, respectively, is de-no longer Linked from to such Parent KAR Account or Varex SpinCo 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 or drafts issued or wire transfers or other payments initiated by ParentKAR, VarexSpinCo, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks checks, drafts, wire transfers and other payments shall be honored following the Effective Time by the Person or Group owning the account on which the check or draft is drawn or from which the wire transfer or other payment was initiated, respectively.
(ec) As between Parent KAR and Varex SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its such Party’s Group) that relate to a business, Asset or Liability of the other Party (or member of its such Party’s 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 such Party’s 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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (IAA, Inc.), Separation and Distribution Agreement (KAR Auction Services, Inc.), Separation and Distribution Agreement (IAA Spinco Inc.)
Bank Accounts; Cash Balances. (a) Each Party Covidien and Mallinckrodt each agrees to take, or cause the respective members of its Group their respective Groups to take, at on the Effective Time Distribution Date (or such earlier time as the Parties Covidien and Mallinckrodt may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Mallinckrodt or any other member of the Varex Mallinckrodt Group (collectively, the “Varex Mallinckrodt Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Covidien or any other member of the Parent Covidien Group (collectively, the “Parent Covidien Accounts”) so that each such Varex Mallinckrodt Account and Parent Covidien Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Covidien Account or Varex Mallinckrodt Account, respectively, is de-Linked delinked from such Parent Covidien Account or Varex Mallinckrodt Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a centralized cash management process pursuant to which the Varex Mallinckrodt Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Varex or a member of the Varex GroupMallinckrodt.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a centralized cash management process pursuant to which the Parent Covidien Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupCovidien.
(d) With respect to any outstanding checks issued or payments initiated by ParentCovidien, Varex, Mallinckrodt or any of the members of their respective Groups Subsidiaries 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 Covidien and Varex Mallinckrodt (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 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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Covidien PLC), Separation and Distribution Agreement (Mallinckrodt PLC)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 ParentXxxxxx, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns or rebates 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, credit, return or rebate such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party Party, the amount of such payment or reimbursement reimbursement, credit, return or rebate 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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement
Bank Accounts; Cash Balances. (a) Each Party agrees of Grace and GCP agree to take, or cause the applicable members of its Group to take, at or before the Effective Time (or such earlier effective time as of the Parties may agree)Internal Distribution, all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex GCP or any other member of the Varex GCP Group (collectively, the “Varex GCP Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Grace or any other member of the Parent Grace Group (collectively, the “Parent Grace Accounts”) so that each such Varex GCP Account and Parent Grace Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Grace Account or Varex GCP Account, respectively, is de-Linked from such Parent Grace Account or Varex GCP 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 GCP Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex GCP or a member of the Varex GCP 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 Grace Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Grace or a member of the Parent Grace Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentGrace, VarexGCP, 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 Grace and Varex GCP (and the members of their respective Groups), all payments made and reimbursements received at or after the Effective Time effective time of the Internal Distribution 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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (GCP Applied Technologies Inc.), Separation and Distribution Agreement (W R Grace & Co), Separation and Distribution Agreement (GCP Applied Technologies Inc.)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (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.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Cars.com Inc.), Separation and Distribution Agreement (Tegna Inc), Separation and Distribution Agreement (Gannett Co., Inc.)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked delinked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a another member of the Varex SpinCo 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 another member of the Parent Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentXxxxxx, VarexSpinCo, or any of the other 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 SpinCo (and the other members of their respective Groups), all payments made to and reimbursements reimbursements, credits, returns, or rebates received after the Effective Time by either Party (or other member of its Group) that relate to a business, Asset or Liability of the other Party (or other 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, credit, return or rebate 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-offsetoff.
(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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (3m Co), Separation and Distribution Agreement (Solventum Corp), Separation and Distribution Agreement (Solventum Corp)
Bank Accounts; Cash Balances. (a) Each Party agrees The Parties agree to take, or to cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties Dover may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex Apergy or any other member of the Varex Apergy 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 Apergy Accounts”) so that each such Varex Account and Parent AccountApergy Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex brokerage account owned by Dover or any other member of the Dover Group (the “Dover Accounts”) are de-linked from the Dover Accounts. From and after the Effective Time, no Dover Employee shall have any authority to access or control any Apergy Account, respectively, is de-Linked from such Parent Account or Varex Account, respectivelyexcept as provided for through the Transition Services Agreement.
(b) It is intended thatThe Parties agree to take, following consummation or to cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as Dover may determine), there will be in place a cash management process pursuant all actions necessary to which amend all Contracts governing the Varex Dover Accounts will be managed so that such Dover Accounts, if currently linked to an Apergy Account, are de-linked from the Apergy Accounts. From and funds collected will be transferred into one (1) after the Effective Time, no Apergy Employee shall have any authority to access or more accounts maintained by Varex or a member of control any Dover Account, except as provided for through the Varex GroupTransition Services Agreement.
(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 ParentDover, VarexApergy, or any of the members of their respective Groups Subsidiaries prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or member of the applicable Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ed) As between Parent and Varex the two Parties (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 businessBusiness, 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 thereto. Each Party shall maintain an accounting of any such payments and reimbursements, and, promptly following receipt the end of each month, the Parties shall effect a reconciliation with respect to such month, whereby all such payments and reimbursements received by such each Party of any such payment are calculated and the net amount owed to Apergy or reimbursementDover, such Party as applicable, shall pay over, or shall cause the applicable member of its Group to pay be promptly paid over to the other Party the amount of such payment or reimbursement without with right of set-off.
(fe) It is understood and agreed Except as otherwise provided in the Tax Matters Agreement, notwithstanding anything to the contrary contained herein, the Parties agree that, effective as of prior to 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 Dover or any other member of the Varex Dover Group as of the Effective Time may (the aggregate amount of such cash i) withdraw any 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 from the Apergy Accounts for the benefit of Dover or any other member of the Varex Group.
Dover Group and (ii) use, retain or otherwise dispose of all cash generated by the Apergy Business and the Apergy Assets in accordance with the ordinary course operation of Dover’s cash management systems, and any such cash or cash equivalents so withdrawn, used, retained or otherwise disposed of pursuant to clauses (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 or (30ii) days following the delivery to Parent of the Balance Sheet. Following such thirty (30) day period, Parent above 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 7.2a Dover Asset.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Apergy Corp), Separation and Distribution Agreement (Apergy Corp)
Bank Accounts; Cash Balances. (a) Each Party Sunoco and SunCoke each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time IPO Closing Date (or such earlier time as the Parties Sunoco and SunCoke may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex SunCoke or any other member of the Varex SunCoke 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 SunCoke Accounts”) so that each such Varex Account and Parent AccountSunCoke Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by Sunoco or any other member of the Sunoco Group (collectively, respectively, is de-Linked from such Parent Account or Varex Account, respectivelythe “Sunoco Accounts”).
(b) It is intended thatSunoco and SunCoke each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aIPO Closing Date (or such earlier time as Sunoco and SunCoke may agree), there will be in place all actions necessary to amend all SunCoke Contracts governing the Sunoco Accounts so that such Sunoco Accounts, if currently linked to a cash management process pursuant to which SunCoke Account, are de-linked from 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 GroupSunCoke Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section Sections 2.9(a) and 2.9(b), there will continue to be in place a centralized cash management process pursuant to which the Parent SunCoke Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupSunCoke.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.9(a) and 2.9(b), there will continue to be in place a centralized cash management process pursuant to which the Sunoco Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Sunoco.
(e) With respect to any outstanding checks issued or payments initiated by ParentSunoco, VarexSunCoke, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeSeparation, such outstanding checks and payments shall be honored following the Effective Time Separation by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ef) As between Parent Sunoco and Varex SunCoke (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Separation by either Party party (or member of its Group) that relate to a business, Asset or Liability of the other Party party (or member of its Group), shall be held by such Party party in trust for the use and benefit of the Party party entitled thereto and, promptly following upon receipt by such Party party of any such payment or reimbursement, such Party party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party 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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (SunCoke Energy, Inc.), Separation and Distribution Agreement (Sunoco Inc), Separation and Distribution Agreement (SunCoke Energy, Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Separation 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 Xxxx or any other member of the Varex Xxxx Group (collectively, the “Varex Xxxx 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 Xxxx Account and Parent Account, if currently Linked 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 Xxxx Account, respectively, is de-Linked from such Parent Account or Varex Xxxx Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the Varex Xxxx Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex Xxxx or a member of the Varex Xxxx Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(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, VarexXxxx, or any of the members of their respective Groups prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation 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 Xxxx (and the members of their respective Groups), all payments made and reimbursements received after the Effective Separation 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.
Appears in 4 contracts
Samples: Master Separation Agreement, Master Separation Agreement (Netgear, Inc), Master Separation Agreement (Arlo Technologies, Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees The Parties agree to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties Dover may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex Xxxxxxx or any other member of the Varex Xxxxxxx 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 Xxxxxxx Accounts”) so that each such Varex Account and Parent AccountXxxxxxx Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex brokerage account owned by Dover or any other member of the Dover Group (the “Dover Accounts”) are de-linked from the Dover Accounts. From and after the Effective Time, no Dover Employee (as defined in the Employee Matters Agreement) shall have any authority to access or control any Xxxxxxx Account, respectively, is de-Linked from such Parent Account or Varex Account, respectivelyexcept as provided for through the Transition Services Agreement.
(b) It is intended thatThe Parties agree to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as Dover may determine), there will be in place all actions necessary to amend all Contracts governing the Dover Accounts so that such Dover Accounts, if currently linked to a cash management process pursuant Xxxxxxx Account, are de-linked from the Xxxxxxx Accounts. From and after the Effective Time, no Xxxxxxx Employee shall have any authority to which access or control any Dover Account, except as provided for through 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 GroupTransition Services Agreement.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a)sections (a) and (b) above, there will continue to be in place a centralized cash management process system pursuant to which the Parent Xxxxxxx Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member members of the Parent Xxxxxxx Group.
(d) It is intended that, following consummation of the actions contemplated by sections (a) and (b) above, there will continue to be in place a centralized cash management system pursuant to which the Dover Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Dover Group.
(e) With respect to any outstanding checks issued or payments initiated by ParentDover, VarexKnowles, or any of the members of their respective Groups Subsidiaries prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or member of the applicable Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ef) As between Parent and Varex the two Parties (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 businessBusiness, 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 upon 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.
(fg) It is understood and agreed The Parties agree that, effective as of prior to 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 Dover or any other member of the Varex Dover Group as of the Effective Time (the aggregate amount of such cash may withdraw any 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 from the Xxxxxxx Accounts for the benefit of Dover or any other member of the Varex Group.
(i) If Parent disagrees with the amount of Dover Group and any such cash and/or 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 so withdrawn shall be entitled a Dover Asset notwithstanding anything 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 7.2the contrary contained herein.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Knowles Corp), Separation and Distribution Agreement (DOVER Corp), Separation and Distribution Agreement (Knowles Corp)
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 Contracts governing each bank and brokerage account owned by Varex SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements Contracts 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or a member of its Group) that relate to a business, Asset or Liability of the other Party (or a member of its Group), shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such first Party of any such payment or reimbursement, such first 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 . Without limiting the generality of the foregoing, the applicable members of the SpinCo Group shall promptly pay over to Parent any distribution with respect to limited partner interests in EQGP Holdings, LP or in EQM Midstream Partners, LP that is understood declared prior to the Effective Time and agreed that, effective as of paid after 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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Equitrans Midstream Corp), Separation and Distribution Agreement (EQT Corp)
Bank Accounts; Cash Balances. (a) Each Party SLM BankCo and Navient each agrees to take, or cause the respective members of its Group their respective Groups to take, at as of the Effective Time (or such earlier time as the Parties SLM BankCo and Navient may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Navient or any other member of the Varex Navient Group (collectively, the “Varex Navient Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent SLM BankCo or any other member of the Parent SLM BankCo Group (collectively, the “Parent SLM BankCo Accounts”) so such that each such Varex Navient Account and Parent SLM BankCo Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent SLM BankCo Account or Varex Navient Account, respectively, is de-Linked delinked from such Parent SLM BankCo Account or Varex Navient Account, respectively.
(b) It is intended that, that following consummation of the actions contemplated by Section 2.9(a), 2.11(a) there will be in place a centralized cash management process pursuant to which the Varex Navient Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Varex or a member of the Varex GroupNavient.
(c) It is intended that, that following consummation of the actions contemplated by Section 2.9(a), 2.11(a) there will continue to be in place a centralized cash management process pursuant to which the Parent SLM BankCo Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupSLM BankCo.
(d) With respect to any outstanding checks issued or payments initiated by ParentXXX XxxxXx, VarexXxxxxxx, or any of the members of their respective Groups Subsidiaries 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 SLM BankCo and Varex Navient (and the members of their respective Groups), ) all payments made to and reimbursements received after the Effective Time by either Party (or member of its Group) after the Effective Time that relate to a business, Asset or Liability of the other Party (or member of its Group), ) shall be held by such Party (or member of its Group) in trust for the use and benefit of the Party (or member of its Group) entitled thereto and, promptly following receipt by such Party (or member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over over, to the other Party (or the member of its Group) 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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (SLM Corp), Separation and Distribution Agreement (Navient Corp)
Bank Accounts; Cash Balances. (a) Each Party agrees Other than in respect of Surviving Contracts, to the extent not completed prior to the Effective Date, each of Cellectis and the Company agree to take, or cause the respective members of its Group their respective Groups to take, at as soon as practicable after the Effective Time (or such earlier time as the Parties may agree)Date, all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex the Company or any other member of the Varex Company 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 Company Accounts”) so that each such Varex Account and Parent AccountCompany Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by Cellectis or any other member of the Cellectis Group (collectively, respectively, is the “Cellectis Accounts”) are de-Linked linked from such Parent Account or Varex Accountthe Cellectis Accounts. The Company hereby agrees to repay promptly following the IPO all amounts outstanding in respect of the current account agreement signed between the Company and Cellectis on March 7, respectively2011.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a3.02(a), there the Company and Cellectis will be in place a maintain separate bank accounts and separate 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 Groupprocesses.
(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 ParentCellectis, Varexthe Company, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeDate, such outstanding checks and payments shall be honored following the Effective Time Date by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ed) As Other than in connection with the Surviving Contracts, as between Parent Cellectis and Varex the Company (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time Date by either Party (or member of its Group) that relate to a business, Asset 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 upon 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.
Appears in 4 contracts
Samples: Separation Agreement (Cellectis S.A.), Separation Agreement (Cellectis S.A.), Separation Agreement (Calyxt, Inc.)
Bank Accounts; Cash Balances. (a) Each Party Pentair and nVent each agrees to take, or cause cause, to the extent permitted by applicable Law, the respective members of its Group their respective Groups to take, at on the Effective Time Distribution Date (or such earlier time as the Parties Pentair and nVent may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex nVent or any other member of the Varex nVent Group (collectively, the “Varex nVent Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Pentair or any other member of the Parent Pentair Group (collectively, the “Parent Pentair Accounts”) so that each such Varex nVent Account and Parent Pentair Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Pentair Account or Varex nVent Account, respectively, is de-Linked delinked from such Parent Pentair Account or Varex nVent Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a centralized cash management process pursuant to which the Varex nVent Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Varex or a member of the Varex GroupnVent.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a centralized cash management process pursuant to which the Parent Pentair Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupPentair.
(d) With respect to any outstanding checks issued or payments initiated by ParentPentair, Varex, nVent or any of the members of their respective Groups Subsidiaries 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 Pentair and Varex nVent (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 trust, subject to, and where recognized by, applicable Law, 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 shall, to the extent permitted by applicable Law, cause the applicable member of its Group to pay over 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.
Appears in 4 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (nVent Electric PLC), Separation and Distribution Agreement (PENTAIR PLC)
Bank Accounts; Cash Balances. Except as otherwise provided in this Agreement or the Transition Services Agreement:
(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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Ventas or any other member of the Parent Ventas Group (collectively, the “Parent Ventas Accounts”) so that each such Varex SpinCo Account and Parent Ventas Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Ventas Account or Varex SpinCo Account, respectively, is de-Linked from such Parent Ventas Account or Varex SpinCo Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the Varex SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a cash management process pursuant to which the Parent Ventas Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Ventas or a member of the Parent Ventas Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentVentas, VarexSpinCo, 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 Ventas and Varex SpinCo (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 andshall, promptly following receipt by such Party of any such payment or reimbursement, be paid over by such Party, or such Party shall pay over, or shall cause the applicable member of its Group to pay over over, to the other Party the amount of such payment or reimbursement without right of set-off.
(f) It is understood and agreed that. With respect to rent, effective as of in the event that at any time or from time to time following 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.
one Party (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 such Party’s respective Group) shall receive from a Third Party any rent payment that is allocated to the Parent Group shall not have any obligation to pay other Party (or provide any cash or cash equivalents to any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly notify 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 tenant making such payment of the Balance Sheet. Following error and instruct such thirty (30) day period, Parent tenant that all future rent payments shall be entitled made to dispute such amount or amounts pursuant the other Party. Such notifications shall continue for each misallocation of rent payments until the tenant takes corrective action. The Parties also agree to Article VII and shall be entitled to make an Arbitration Request without first complying with Section 7.1 or Section 7.2the additional matters set forth on Schedule 2.10(e).
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Ventas Inc), Separation and Distribution Agreement (Care Capital Properties, Inc.), Separation and Distribution Agreement (Care Capital Properties, Inc.)
Bank Accounts; Cash Balances. Except as may be set forth in the Transition Services Agreement:
(a) Each Party GGP and Spinco each agrees to take, or cause the respective members of its Group their respective Groups to take, to be effective at the Effective Time (or such earlier time as the Parties GGP and Spinco may agree), all actions necessary to amend all contracts or agreements Spinco Contracts governing each bank and brokerage account owned by Varex Spinco or any other member of the Varex Spinco Group (collectively, the “Varex Spinco 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 AccountSpinco Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by GGP or any other member of the GGP Group (collectively, respectivelythe “GGP Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe GGP Accounts effective on the Plan Effective Date.
(b) It is intended thatGGP and Spinco each agrees to take, following consummation or cause the respective members of their respective Groups to take, to be effective at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as GGP and Spinco may agree), there will be in place all actions necessary to amend all Spinco Contracts governing the GGP Accounts so that such GGP Accounts, if currently linked to a cash management process pursuant to which Spinco Account, are de-linked from 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 GroupSpinco Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(aSections 2.8(a) and 2.8(b), there will continue to be in place a centralized cash management process pursuant to which the Parent Spinco Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupSpinco.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.8(a) and 2.8(b), there will continue to be in place a centralized cash management process pursuant to which the GGP Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by GGP.
(e) With respect to any outstanding checks issued or payments initiated by ParentGGP, VarexSpinco, or any of the members of their respective Groups Subsidiaries 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 with prompt reimbursement from the Person or from which Group that issued such check, if applicable, in each case subject to the express provisions in the Plan or the Investment Agreements regarding payment was initiated, respectivelyof claims.
(ef) As between Parent GGP and Varex Spinco (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time by either Party party (or member of its Group) in the ordinary course of business that relate to a business, Asset or Liability of the other Party party (or member of its Group), shall be held by such Party party in trust for the use and benefit of the Party party entitled thereto and, promptly following upon receipt by such Party party of any such payment or reimbursement, such Party party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party party the amount of such payment or reimbursement without right of set-off.
(fg) It is understood Each of GGP and agreed Spinco agrees that, effective as of prior to 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 GGP or any other member of the Varex GGP Group as of the Effective Time (the aggregate amount of such may withdraw any and all cash and or cash equivalents (other than the Delayed Varex Asset Consideration and cash and proceeds specified in Section 2.2(a)(iii)) from the Spinco Accounts for the benefit of GGP or any other member of the GGP Group; provided, however, that neither GGP nor any other member of the GGP Group shall be entitled to withdraw any cash or cash equivalents held by XxXxx Medical Solutions AG from any Spinco Account if, and to the extent that, the amount of such cash or cash equivalents is necessary to cover any checks or wires made from or against (or to be made from or against) a Spinco Account as of, or prior to, the Effective Time and which has not been paid or withdrawn 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.
Appears in 4 contracts
Samples: Separation Agreement (Howard Hughes Corp), Separation Agreement (General Growth Properties, Inc.), Separation Agreement (New GGP, Inc.)
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 agreeagree in writing), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), after the Effective Time, there will be in place a cash management process pursuant to which the Varex SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), after the Effective Time, 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, VarexSpinCo, 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 SpinCo (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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp), Separation and Distribution Agreement (Ingevity Corp)
Bank Accounts; Cash Balances. (a) Each Party FRP and Patriot each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time Distribution Date (or such earlier time date as the Parties FRP and Patriot may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Patriot or any other member of the Varex Transportation 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 Transportation Group (collectively, the “Parent Accounts”) so that each such Varex Account and Parent AccountTransportation Group Accounts, 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 bank account owned by FRP or Varex Accountany other member of the Real Estate Group (collectively, respectivelythe “Real Estate Accounts”), is are de-Linked from such Parent Account or Varex Account, respectivelythe Real Estate Accounts.
(b) It is intended thatFRP and Patriot each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aDistribution Date (or such earlier date as FRP and Patriot may agree), there will be in place all actions necessary to amend all contracts or agreements governing the Real Estate Accounts so that such Real Estate Accounts, if currently Linked to a cash management process pursuant to which Transportation Group Account, are de-Linked from 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 GroupTransportation Group Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(aSections 2.6(a) and 2.6(b), there will continue to be in place a centralized cash management process pursuant to which (i) the Parent Transportation Group Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent Patriot , and (ii) the Real Estate Accounts will be managed centrally and funds collected will be transferred into one or a member of the Parent Groupmore centralized accounts maintained by FRP.
(d) With respect to any outstanding checks issued or payments initiated by ParentFRP, Varex, Patriot or any of the members of their respective Groups Subsidiaries prior to the Effective Distribution Time, such outstanding checks and payments shall be honored following the Effective Time Distribution 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 FRP and Varex Patriot (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Distribution Date by either Party (or member of its Group) that relate to a businessBusiness, Asset 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 (at the expense of the Party entitled thereto). Each Party shall maintain an accounting of any such payment payments, and the Parties shall have a monthly reconciliation, whereby all such payments received by each Party are calculated and the net amount owed to FRP or reimbursement, such Party Patriot shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without with right of set-off.
(f) It is understood and agreed that. Notwithstanding the foregoing, effective neither FRP nor Patriot shall act as of collection agent for the Effective Timeother Party, Varex and members of the Varex Group nor 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 either Party act as surety or endorser with respect 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 non-sufficient funds checks or funds to be prepared returned 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 bankruptcy 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 Sheetfraudulent conveyance Action.
(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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (FRP Holdings, Inc.), Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.), Separation and Distribution Agreement (New Patriot Transportation Holding, Inc.)
Bank Accounts; Cash Balances. Except as otherwise provided in the Transition Services Agreement:
(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 Newco or any other member of the Varex Newco Group (collectively, the “Varex Newco Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Vornado or any other member of the Parent Vornado Group (collectively, the “Parent Vornado Accounts”) so that each such Varex Newco Account and Parent Vornado 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 Vornado Account or Varex Newco Account, respectively, is de-Linked from such Parent Vornado Account or Varex Newco 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 Newco Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex Newco or a member of the Varex Newco 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 Vornado Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Vornado or a member of the Parent Vornado Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentVornado, VarexNewco, 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, without limiting the ultimate allocation of Liability for such amounts under this Agreement, the Master Agreement or any of the Ancillary Agreements.
(e) As between Parent Vornado and Varex Newco (and the members of their respective Groups), except to the extent prohibited by applicable Law, all payments made and reimbursements received after the Effective Time by either Party Vornado or Newco (or any member of its Grouptheir respective Groups) 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 over, to the other Party (or a member of such other Party’s Group) 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Vornado Realty Lp), Separation and Distribution Agreement (JBG SMITH Properties), Separation and Distribution Agreement (JBG SMITH Properties)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 ParentPxxxxx, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns or rebates 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, credit, return or rebate such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party Party, the amount of such payment or reimbursement reimbursement, credit, return or rebate 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Knife River Holding Co), Separation and Distribution Agreement (Mdu Resources Group Inc), Separation and Distribution Agreement (Knife River Holding Co)
Bank Accounts; Cash Balances. (a) Each Party agrees The parties hereto agree to take, or cause the members of its Group to takebe taken, at the Effective Time (or such earlier time as the Parties NiSource may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex or any other member of the Varex Group Columbia Party (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 Columbia Accounts”) so that each such Varex Account and Parent AccountColumbia Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Account, respectively, is brokerage account owned by any NiSource Party (the “NiSource Accounts”) are de-Linked linked from such Parent Account the NiSource Accounts. From and after the Effective Time, no employee of any NiSource Party shall have any authority to access or Varex control any Columbia Account, respectively.
(b) It is intended thatThe parties hereto agree to take, following consummation of or cause to be taken, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as NiSource may determine), there will be in place all actions necessary to amend all Contracts governing the NiSource Accounts so that such NiSource Accounts, if currently linked to a cash management process pursuant Columbia Account, are de-linked from the Columbia Accounts. From and after the Effective Time, no employee of any Columbia Party shall have any authority to which the Varex Accounts will be managed and funds collected will be transferred into one (1) access or more accounts maintained by Varex or a member of the Varex Groupcontrol any NiSource Account.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.12(a) and Section 2.12(b), there will continue to be in place a centralized cash management process system pursuant to which the Parent Columbia Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent one or a member more of the Parent GroupColumbia Parties.
(d) It is intended that, following consummation of the actions contemplated by Section 2.12(a) and Section 2.12(b), there will continue to be in place a centralized cash management system pursuant to which the NiSource Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by one or more of the NiSource Parties.
(e) With respect to any outstanding checks issued or payments initiated by Parent, Varex, or any of the members of their respective Groups Party prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group member of the applicable Party owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ef) As between Parent and Varex (and the members of their respective Groups), Parties all payments made and reimbursements made or received after the Effective Time by either any NiSource Party (or member of its Group) that relate to a businessthe Columbia Business, Asset or Liability of by any Columbia Party that relate to the other Party (or member of its Group)NiSource Business, shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following upon 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.
(fg) It is understood and agreed The Parties agree that, effective as of prior to the Effective Time, Varex and members any of the Varex Group shall not have cash NiSource Parties may withdraw any 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 from the Columbia Accounts for the benefit of any member of the Varex Group.
(i) If Parent disagrees with the amount of NiSource Party and any such cash and/or 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 so withdrawn shall be entitled a NiSource asset notwithstanding anything 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 7.2the contrary contained herein.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Nisource Inc/De), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.), Separation and Distribution Agreement (Columbia Pipeline Group, Inc.)
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 Enhabit or any other member of the Varex Enhabit Group (collectively, the “Varex Enhabit Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Encompass or any other member of the Parent Encompass Group (collectively, the “Parent Encompass Accounts”) so that each such Varex Enhabit Account and Parent Encompass Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Encompass Account or Varex Enhabit Account, respectively, is de-Linked from such Parent Encompass Account or Varex Enhabit 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 Enhabit Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex Enhabit or a member of the Varex Enhabit 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 Encompass Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Encompass or a member of the Parent Encompass Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentEncompass, VarexEnhabit, 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 Encompass and Varex Enhabit (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 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Encompass Health Corp), Separation and Distribution Agreement (Enhabit, Inc.), Separation and Distribution Agreement (Enhabit, Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Business Transfer 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 Fortrea or any other member of the Varex Fortrea Group (collectively, the “Varex Fortrea Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Labcorp or any other member of the Parent Labcorp Group (collectively, the “Parent Labcorp Accounts”) so that each such Varex Fortrea Account and Parent Labcorp Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Labcorp Account or Varex Fortrea Account, respectively, is de-Linked linked from such Parent Labcorp Account or Varex Fortrea Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a1.10(a), there will be in place a cash management process pursuant to which the Varex Fortrea Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex Fortrea or a member of the Varex Fortrea Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a1.10(a), there will continue to be in place a cash management process pursuant to which the Parent Labcorp Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Labcorp or a member of the Parent Labcorp Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentLabcorp, VarexFortrea, or any of the members of their respective Groups prior to the Effective Business Transfer Time, such outstanding checks and payments shall be honored following the Effective Business Transfer 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 Labcorp and Varex Fortrea (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns, or rebates received after the Effective Business Transfer 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, credit, return or rebate 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Laboratory Corp of America Holdings), Separation and Distribution Agreement (Fortrea Holdings Inc.), Separation and Distribution Agreement (Fortrea Holdings Inc.)
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 PayPal or any other member of the Varex PayPal Group (collectively, the “Varex PayPal Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent eBay or any other member of the Parent eBay Group (collectively, the “Parent eBay Accounts”) so that each such Varex PayPal Account and Parent eBay 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 eBay Account or Varex PayPal Account, respectively, is de-Linked from such Parent eBay Account or Varex PayPal 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 PayPal Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex PayPal or a member of the Varex PayPal 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 eBay Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent eBay or a member of the Parent eBay Group.
(d) With respect to any outstanding checks issued or payments initiated by ParenteBay, VarexPayPal, 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 eBay and Varex PayPal (and the members of their respective Groups), all payments made and reimbursements or other payments 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 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Ebay Inc), Separation and Distribution Agreement (PayPal Holdings, Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees The Parties agree to take, or cause the members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties Crane Holdings, Co. may agreedetermine), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex Crane Company or any other member of the Varex Crane Company 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 Crane Company Accounts”) so that each such Varex Account and Parent AccountCrane Company Accounts, if currently Linked (linked whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter to (“Linkedlinked”) to any Parent Account bank or Varex brokerage account owned by Crane Holdings, Co. or any other member of the Crane NXT Group (the “Crane NXT Accounts”), are de-linked from the Crane NXT Accounts. From and after the Effective Time, no Crane NXT, Co. Employee shall have any authority to access or control any Crane Company Account, respectively, is de-Linked from such Parent Account or Varex Account, respectivelyexcept as may be provided for through the Transition Services Agreement.
(b) It is intended The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Crane Holdings, Co. may determine), all actions necessary to amend all Contracts governing the Crane NXT Accounts so that such Crane NXT Accounts, if currently linked to a Crane Company Account, are de-linked from the Crane Company Accounts. From and after the Effective Time, no Crane Company Employee shall have any authority to access or control any Crane NXT Account, except as may be provided for through the Transition Services Agreement.
(c) The Parties intend that, following consummation of the actions contemplated by Section 2.9(a2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the Varex Crane Company Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Varex or a member members of the Varex Crane Company Group.
(cd) It is intended The Parties intend that, following consummation of the actions contemplated by Section 2.9(a2.4(a) and Section 2.4(b), there will continue to be in place a centralized cash management process system pursuant to which the Parent Crane NXT Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member members of the Parent Crane NXT Group.
(de) With respect to any outstanding checks issued or payments initiated by ParentCrane Holdings, VarexCo., Crane Company or any of the members of their respective Groups Subsidiaries immediately prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or member of the applicable Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ef) As between Parent and Varex (the Parties 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 businessBusiness, Asset or Liability of the other Party (or member of its Group), ) shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly following upon receipt by such first Party of any such payment or reimbursement, such first Party shall pay over, or shall cause the applicable member of its Group to pay over 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 All cash and cash equivalents or Cash Equivalents held by each any member of the Varex Crane Company Group as of the Effective Time (the aggregate amount of such Distribution shall be a Crane Company Asset and all cash and cash equivalents (other than the Delayed Varex Asset Consideration and cash and cash equivalents or Cash Equivalents held by XxXxx Medical Solutions AG as any member 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 Crane NXT 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 Distribution 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 Groupa Crane NXT Asset.
(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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Crane NXT, Co.), Separation and Distribution Agreement (Crane Co), Separation and Distribution Agreement (Crane Co)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 ParentXxxxxx, VarexSpinCo, 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 SpinCo (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 (or member of its Group) in trust for the use and benefit of the Party (or member of its Group) entitled thereto and, promptly following receipt by such Party (or member of its Group) 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 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 TimeTime (and after giving effect to the Cash Transfer), Varex SpinCo and members of the Varex SpinCo Group shall not have (following the adjustments (if any) contemplated by this Section 2.9) cash and cash equivalents in an aggregate amount that exceeds equals 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 Target Cash Amount.
(g) Within thirty fifteen (3015) days after the Distribution Date, Varex Parent shall cause deliver to be prepared in SpinCo a good faith and delivered to Parent a balance sheet (calculation of the “Balance Sheet”) setting forth aggregate amount of cash and cash equivalents (net of any overdrafts) held by each member of the Varex SpinCo 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 Parent’s calculation of the Final Cash Balance Sheet or such longer period shall be final, binding, conclusive and non-appealable on SpinCo for all purposes of this Agreement and, for the avoidance of doubt, shall not be subject to further adjustment as Parent is disputing the amount a result 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 payments required to Parent and its Representatives all information, records, data and working papers, in each case, be made by one party to the extent related to other after the determination Effective Time under this Agreement or under any 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 SheetAncillary Agreements.
(h) If the Final Cash Balance exceeds the Maximum Target Cash Amount, then Varex SpinCo 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 SpinCo within five (5) Business Days after the date of delivery of the Final Cash Balance Sheetby Parent. If the Final Cash Balance is less than the Target Cash Amount, then Parent shall pay or cause to be paid an amount in cash equal to such absolute value of the difference to SpinCo by wire transfer of immediately available funds to an account or accounts designated in writing by SpinCo to Parent within five (5) Business Days after the date of delivery of the Final Cash Balance by Parent. Any such payment shall be treated by the Parties for all purposes as an adjustment to the Cash Transfer. For Transfer that occurred immediately prior to 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 GroupDistribution.
(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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (RXO, Inc.), Separation and Distribution Agreement (Rxo, LLC), Separation and Distribution Agreement (Rxo, LLC)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (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 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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Servicemaster Global Holdings Inc), Separation and Distribution Agreement (Frontdoor, Inc.), Separation and Distribution Agreement (AHS Holding Company, Inc.)
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) (or, in the case of any Deferred SpinCo Local Business, as of prior to the Local Closing Date), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the Varex SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(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 Without limiting the rights to indemnification provided in this Agreement, with respect to any outstanding checks issued or payments initiated by Parent, VarexSpinCo, or any of the members of their respective Groups prior to the Effective TimeTime (or, in the case of any Deferred SpinCo Local Business, prior to the Local Closing Date), such outstanding checks and payments shall be honored following the Effective Time (or, as applicable, following the Local Closing Date) by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(e) As Subject, in the case of any Deferred SpinCo Local Business, to Section 2.4, as between Parent and Varex SpinCo (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, as promptly as reasonably practicable 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 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 such payments shall not have cash and cash equivalents be documented 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, manner satisfactory 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 SheetParties.
(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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Zimmer Biomet Holdings, Inc.), Separation and Distribution Agreement (ZimVie Inc.), Separation and Distribution Agreement (ZimVie Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Separation 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 owned, or controlled, by Varex Centuri or any other member of the Varex Centuri Group (collectively, the “Varex Centuri Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Southwest or any other member of the Parent Southwest Group (collectively, the “Parent Southwest Accounts”) so that each such Varex Centuri Account and Parent Southwest Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Southwest Account or Varex Centuri Account, respectively, is de-Linked linked from such Parent Southwest Account or Varex Centuri Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.8(a), there will be in place a cash management process pursuant to which the Varex Centuri Accounts will be managed managed, and funds collected will be transferred into one (1) or more accounts maintained by Varex Centuri or a member of the Varex Centuri Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.8(a), there will continue to be in place a cash management process pursuant to which the Parent Southwest Accounts will be managed managed, and funds collected will be transferred into one (1) or more accounts maintained by Parent Southwest or a member of the Parent Southwest Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentSouthwest, Varex, Centuri or any of the members of their respective Groups prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation Time by the Person or Group owning owning, or controlling, the account on which the check is drawn or from which the payment was initiated, respectively.
(e) As Subject to the Tax Matters Agreement to the extent related to Tax items, as between Parent Southwest and Varex Centuri (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns, or rebates received after the Effective Separation 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, credit, return or rebate 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.
Appears in 3 contracts
Samples: Separation Agreement (Southwest Gas Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.), Separation Agreement (Centuri Holdings, Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees The Parties agree to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex Spinco or any other member of the Varex Group Spinco Group, (collectivelyincluding all Spinco accounts listed or described on Schedule 2.5(a)(i), the “Varex Spinco Accounts”) and all contracts so that such Spinco Accounts, if currently linked (whether by automatic withdrawal, automatic deposit, or agreements governing each any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Parent or any other member of the Parent Group (collectivelywhich subset of Parent accounts are listed or described on Schedule 2.5(b), the “Parent Accounts”) so that each such Varex Account are de-linked from the Parent Accounts. From and after the Effective Time, no Parent Employee or Former Parent Employee shall have any authority to access or control any Spinco 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, respectivelyexcept as provided for through the Transition Services Agreement.
(b) It is intended thatThe Parties agree to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as the Parties may agree), there will be in place all actions necessary to amend all Contracts governing the Parent Accounts so that such Parent Accounts, if currently linked to a cash management process pursuant Spinco Account, are de-linked from the Spinco Accounts. From and after the Effective Time, no Spinco Employee or Former Spinco Employee shall have any authority to which the Varex Accounts will be managed and funds collected will be transferred into one (1) access or more accounts maintained by Varex or a member of the Varex Groupcontrol any Parent Account.
(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, Varexthe Parties, or any of the members of their respective Groups Subsidiaries prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person entity or Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ed) As between Parent and Varex the Parties (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time by either any Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other another Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly following upon 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 over, to the other applicable 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Oneok Inc /New/), Separation and Distribution Agreement (ONE Gas, Inc.)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Rayonier or any other member of the Parent Rayonier Group (collectively, the “Parent Rayonier Accounts”) so that each such Varex SpinCo Account and Parent Rayonier 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 Rayonier Account or Varex SpinCo Account, respectively, is de-Linked from such Parent Rayonier Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 Rayonier Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Rayonier or a member of the Parent Rayonier Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentRayonier, VarexSpinCo, 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 Rayonier and Varex SpinCo (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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Rayonier Inc), Separation and Distribution Agreement (Rayonier Holding Co)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its such Party’s Group to take, at the Division 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 AFI or any other member of the Varex AFI Group (collectively, the “Varex AFI Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent AWI or any other member of the Parent AWI Group (collectively, the “Parent AWI Accounts”) so that each such Varex AFI Account and Parent AWI Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent AWI Account or Varex AFI Account, respectively, is de-Linked from such Parent AWI Account or Varex AFI Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the Varex AFI Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex AFI or a member of the Varex AFI Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a cash management process pursuant to which the Parent AWI Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent AWI or a member of the Parent AWI Group.
(d) With respect to any outstanding checks or drafts issued or wire transfers or other payments initiated by ParentAWI, VarexAFI, or any of the members of their respective Groups prior to the Division Effective Time, such outstanding checks checks, drafts, wire transfers and other payments shall be honored following the Division Effective Time by the Person or Group owning the account on which the check or draft is drawn or from which the wire transfer or other payment was initiated, respectively.
(e) As between Parent AWI and Varex AFI (and the members of their respective Groups), all payments made and reimbursements received after the Division Effective Time by either Party (or member of its such Party’s Group) that relate to a business, Asset or Liability of the other Party (or member of its such Party’s 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 such Party’s 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Armstrong World Industries Inc)
Bank Accounts; Cash Balances. Except as otherwise provided in the Transition Services Agreement:
(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 UE or any other member of the Varex UE Group (collectively, the “Varex UE Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Vornado or any other member of the Parent Vornado Group (collectively, the “Parent Vornado Accounts”) so that each such Varex UE Account and Parent Vornado 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 Vornado Account or Varex UE Account, respectively, is de-Linked from such Parent Vornado Account or Varex UE 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 UE Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex UE or a member of the Varex UE 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 Vornado Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Vornado or a member of the Parent Vornado Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentVornado, VarexUE, 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 Vornado and Varex UE (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 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Urban Edge Properties), Separation and Distribution Agreement (Urban Edge Properties)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (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 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 TimeTime (and after giving effect to the Cash Transfer), Varex SpinCo and members of the Varex SpinCo Group shall not have (following the adjustments (if any) contemplated by this Section 2.9) cash and cash equivalents in an aggregate amount that exceeds equals 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 Target Cash Amount.
(g) Within thirty fifteen (3015) days after the Distribution Date, Varex SpinCo shall cause to be prepared in good faith and delivered to Parent a balance sheet statement (the “Balance SheetStatement”) setting forth cash and cash equivalents (net of any overdrafts) held by each member of the Varex SpinCo 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)equivalents, the “Final Cash Balance”). For a period of sixty .
(60h) Parent shall have ten (10) days following delivery to review the Statement delivered by Varex SpinCo from the date of its receipt thereof (the Balance Sheet or such longer period as Parent is disputing “Review Period”). During the amount of cash and/or cash equivalents reflected in the Balance SheetReview Period, Parent may review shall have reasonable access during normal business hours to the books and analyze the Balance Sheet and Varex shall cooperate with and make available to Parent and its Representatives all information, records, data personnel and working papers, in each case, advisors of SpinCo 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 such review. If Parent objects to any aspect of SpinCo’s Statement, Parent shall deliver a written notice of objection (an “Objection Notice”) to SpinCo prior to the review expiration of its Review Period setting forth in reasonable detail the basis for any such objection. If Parent delivers an Objection Notice to SpinCo prior to the expiration of its Review Period, the Parties shall for a period of five (5) days thereafter (the “Resolution Period”) attempt in good faith to resolve the matters set forth in such Objection Notice, and analysis any written resolution, signed by both Parties, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes of this Agreement. If Parent does not deliver an Objection Notice in accordance with this paragraph (h) of this Section 2.9 prior to the Balance Sheetexpiration of its Review Period, Parent shall be deemed to have agreed to the Statement delivered by SpinCo in its entirety, which Preliminary Statement shall be final, binding, conclusive and non-appealable for all purposes of this Agreement.
(i) If, at the conclusion of a Resolution Period, Parent and SpinCo have not reached an agreement with respect to all disputed matters set forth in the applicable Objection Notice, within five (5) days thereafter, Parent and SpinCo shall submit for resolution those matters remaining in dispute to PricewaterhouseCoopers LLP (the “Neutral Arbitrator”). The Neutral Arbitrator shall act as an arbitrator to resolve (based solely on the written and oral presentations of Parent and SpinCo and not by independent review) only those matters submitted to it in accordance with the first sentence of this paragraph (j) of this Section 2.9. Parent and SpinCo shall direct the Neutral Arbitrator to render a resolution of all such disputed matters as promptly as practicable and in any event within thirty (30) days after its engagement. With respect to each disputed matter, the Neutral Arbitrator’s determination, if not in accordance with the position of either Parent or SpinCo, shall not be in excess of the higher, nor less than the lower, of the amounts set forth in the applicable Statement or Objection Notice, as applicable. The resolution of the Neutral Arbitrator shall be set forth in a written statement delivered to each of Parent and SpinCo and shall be final, binding, conclusive and non-appealable for all purposes of this Agreement. A Statement, once modified and/or agreed to in accordance with paragraph (h) or this paragraph (j) of this Section 2.9, shall be final, binding, conclusive and non-appealable for all purposes of this Agreement. All fees and expenses relating to the work performed by the Neutral Arbitrator with respect hereto shall be shared equally between Parent and SpinCo. Except as provided in the immediately preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute under this Section 2.9 shall be borne by the Party incurring such cost or expense.
(j) If the Final Cash Balance exceeds the Maximum Target Cash Amount, then Varex SpinCo 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 SpinCo within five (5) Business Days after the date of delivery of the final, binding, conclusive and non-appealable Statement. If the Final Cash Balance Sheetis less than the Target Cash Amount, then Parent shall pay or cause to be paid an amount in cash equal to such absolute value of the difference to SpinCo by wire transfer of immediately available funds to an account or accounts designated in writing by SpinCo to Parent within five (5) Business Days after the date of delivery of the final, binding, conclusive and non-appealable Statement. 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (GXO Logistics, Inc.), Separation and Distribution Agreement (GXO Logistics, Inc.)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 ParentXxxxxx, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns or rebates 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 (or the performance and obligation, in the case of a Liability) of the Party entitled thereto or obligated therefor and, promptly following receipt by such Party of any such payment or reimbursement, credit, return or rebate such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party Party, the amount of such payment or reimbursement reimbursement, credit, return or rebate 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Mdu Resources Group Inc), Separation and Distribution Agreement (Everus Construction Group, Inc.)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns, or rebates 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, credit, return or rebate 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 The Parties acknowledge that, effective as pursuant to existing cash settlement systems, members of the Parent Group are expected to make payments after the Effective TimeTime to members of the SpinCo Group in respect of activity of the SpinCo Business related to the period prior to the Effective Time (such payments, Varex the “Parent-to-SpinCo Cash Sweep Payments”), and members of the Varex SpinCo 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 are expected to 2.4(e), the Varex Delayed Asset Consideration shall not be included in the Maximum Cash Amount.
(g) Within thirty (30) days make payments after the Distribution Date, Varex shall cause Effective Time 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 members of the Varex Parent Group as in respect of activity of the SpinCo Business related to the period prior to 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)payments, the “Final SpinCo-to-Parent Cash BalanceSweep Payments”). For a period of sixty (60) days following delivery by Varex of It is intended that 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 Parent-to-SpinCo Cash Sweep Payments belong 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 Parent Group as and not members of the Effective TimeSpinco Group, and Varex shall permit access that the SpinCo-to-Parent Cash Sweep Payments belong to its facilities and personnel, as may be reasonably required in connection with the review and analysis members of the Balance Sheet.
SpinCo Group and not members of the Parent Group. Accordingly, (hA) If promptly following receipt by a member of the Final SpinCo Group of any Parent-to-SpinCo Cash Balance exceeds Sweep Payment from a member of the Maximum Cash Amount, then Varex shall pay or cause to be paid an amount Parent Group (but 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 no event later than three (53) Business Days after the date of delivery such receipt), such member of the Balance Sheet. Any SpinCo Group shall return to such payment shall be treated member of the Parent Group such Parent-to-SpinCo Cash Sweep Payment, in the same amount and form of currency; and (B) promptly following receipt by a member of the Parties for all purposes as an adjustment to Parent Group of any SpinCo-to-Parent Cash Sweep Payment from a member of the Cash Transfer. For the avoidance of doubtSpinCo Group (but in no event later than three (3) Business Days after such receipt), if the Maximum Cash Amount is equal to or less than the Final Cash Balance, then Parent or any such member of the Parent Group shall not have any obligation return to pay or provide any cash or cash equivalents to any such member of the Varex Group.
(i) If SpinCo Group such SpinCo-to-Parent disagrees with the amount of cash and/or cash equivalents reflected Cash Sweep Payment, in the Balance Sheet, same amount and form of currency. 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 may determine that such thirty (30) day period, Parent return payments 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 7.2settled on a net basis.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Embecta Corp.), Separation and Distribution Agreement (Becton Dickinson & Co)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the applicable members of its respective 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 Contracts governing each bank and brokerage account account, including lockbox accounts, owned by Varex Autoliv or any other member of the Varex Autoliv 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 Autoliv Accounts”) so that each such Varex Account and Parent AccountAutoliv Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account, respectivelyincluding lockbox accounts, is owned by any member of the Veoneer Group (collectively, the “Veoneer Accounts”) are de-Linked linked from such Parent Account or Varex Account, respectivelythe Veoneer Accounts.
(b) It is intended thatEach Party agrees to take, following consummation or cause the applicable members of its respective Group to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as the Parties may agree), there will be in place a cash management process pursuant all actions necessary to which amend all Contracts governing the Varex Veoneer Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex or a member of so that such Veoneer Accounts, if currently linked to an Autoliv Account, are delinked from the Varex GroupAutoliv Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.2), there will continue to shall be in place a centralized cash management process pursuant to which (i) the Parent Autoliv Accounts will shall be managed centrally and funds collected will shall be transferred into one (1) or more centralized accounts maintained by Parent Autoliv and (ii) the Veoneer Accounts shall be managed centrally and funds collected shall be transferred into one or a member of the Parent Groupmore centralized accounts maintained by Veoneer.
(d) With respect to any outstanding checks issued or payments initiated by ParentAutoliv, Varex, Veoneer or any of the members of their respective Groups Group members 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. In addition, respectivelyany outstanding checks or payments issued by a third party for the benefit of Autoliv, Veoneer or any of their respective Group members prior to the Effective Time shall be honored following the Effective Time and payment shall be made to the party to whom the check or payment was issued.
(e) As between Parent and Varex (and With respect to the members of their respective Groupspayments described in Section 2.10(d), all payments made and reimbursements received after in the event that:
(i) Veoneer or one of its Group members initiates a payment prior to the Effective Time by either Party (or member of its Group) that relate is honored following the Effective Time, and 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 extent such payment relates to the Autoliv Business, then Autoliv shall reimburse Veoneer for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or
(ii) Autoliv or reimbursement, such Party shall pay over, or shall cause the applicable member one of its Group to pay over members initiates a payment prior to the other Party Effective Time that is honored following the amount of Effective Time, and to the extent such payment or reimbursement without right of set-offrelates to the Veoneer Business, then Veoneer shall reimburse Autoliv for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.
(f) It is understood and agreed that, effective as of Prior to or concurrently with 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 Autoliv shall cause all Autoliv employees to be removed as authorized signatories on all bank accounts maintained by the amount of cash and/or cash equivalents reflected in Veoneer Group and (ii) Veoneer shall cause all Veoneer employees to be removed as authorized signatories on all bank accounts maintained by 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 7.2Autoliv Group.
Appears in 2 contracts
Samples: Distribution Agreement (Autoliv Inc), Distribution Agreement (Veoneer, Inc.)
Bank Accounts; Cash Balances. (a) Each Party NOV and SpinCo each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties NOV and SpinCo may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex SpinCo or any other member of the Varex SpinCo 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 SpinCo Accounts”) so that each such Varex Account and Parent AccountSpinCo Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by NOV or any other member of the NOV Group (collectively, respectivelythe “NOV Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe NOV Accounts.
(b) It is intended thatNOV and SpinCo each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as NOV and SpinCo may agree), there will be in place all actions necessary to amend all contracts or agreements governing the NOV Accounts so that such NOV Accounts, if currently linked to a cash management process pursuant to which SpinCo Account, are de-linked from 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 GroupSpinCo Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(aSections 2.10(a) and 2.10(b), there will continue to shall be in place a centralized cash management process pursuant to which the Parent SpinCo Accounts will shall be managed centrally and funds collected will shall be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupSpinCo.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.10(a) and 2.10(b), there shall continue to be in place a centralized cash management process pursuant to which the NOV Accounts shall be managed centrally and funds collected shall be transferred into one or more centralized accounts maintained by NOV.
(e) With respect to any outstanding checks issued or payments initiated by ParentNOV, VarexSpinCo, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeSeparation, such outstanding checks and payments shall be honored following the Effective Time Separation by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(ef) As between Parent NOV and Varex SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time Separation by either Party party (or member of its Group) that relate to a business, Asset or Liability of the other Party party (or member of its Group), shall be held by such Party in trust party for the use and benefit of the Party party entitled thereto and, promptly following receipt by such Party (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payment payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to NOV or reimbursement, such Party SpinCo shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without with right of set-off.
. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (f3) It is understood and agreed thatbusiness days of such amount exceeding $10,000,000. Notwithstanding the foregoing, effective neither NOV nor SpinCo shall act as of collection agent for the Effective Timeother party, Varex and members of the Varex Group nor 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; providedeither party act as surety or endorser with respect to non-sufficient funds checks, 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 or funds to be prepared returned 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 bankruptcy 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 Sheetfraudulent conveyance action.
(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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (NOW Inc.), Separation and Distribution Agreement (NOW Inc.)
Bank Accounts; Cash Balances. Except as otherwise provided in any Management Agreement:
(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 RVI or any other member of the Varex RVI Group (collectively, the “Varex RVI Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent DDR or any other member of the Parent DDR Group (collectively, the “Parent DDR Accounts”) so that each such Varex RVI Account and Parent DDR 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 DDR Account or Varex RVI Account, respectively, is de-Linked from such Parent DDR Account or Varex RVI 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 RVI Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex RVI or a member of the Varex RVI 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 DDR Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent DDR or a member of the Parent DDR Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentDDR, Varex, RVI 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 DDR and Varex RVI (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 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (DDR Corp), Separation and Distribution Agreement (Retail Value Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees The Parties agree to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex WABCO or any other member of the Varex WABCO Group (collectively, the “Varex WABCO Accounts”) and ), including all contracts WABCO Accounts listed or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectivelydescribed on Schedule 2.5(a), the “Parent Accounts”) so that each such Varex Account and Parent AccountWABCO Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex brokerage account owned by ASD or any other member of the ASD Group (the “ASD Accounts”), including all ASD Accounts listed or described on Schedule 2.5(b), are de-linked from the ASD Accounts. From and after the Effective Time, no ASD Employee shall have any authority to access or control any WABCO Account, respectively, is de-Linked from such Parent Account or Varex Account, respectivelyexcept as provided for through the Transition Services Agreement.
(b) It is intended thatThe Parties agree to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as the Parties may agree), there will be in place all actions necessary to amend all Contracts governing the ASD Accounts so that such ASD Accounts, if currently linked to a cash management process pursuant WABCO Account, are de-linked from the WABCO Accounts. From and after the Effective Time, no WABCO Employee shall have any authority to which access or control any ASD Account, except as provided for through 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 GroupTransition Services Agreement.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a)sections (a) and (b) above, there will continue to be in place a centralized cash management process system pursuant to which the Parent WABCO Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupWABCO.
(d) It is intended that, following consummation of the actions contemplated by sections (a) and (c) above, there will continue to be in place a centralized cash management system pursuant to which the ASD Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ASD.
(e) With respect to any outstanding checks issued or payments initiated by ParentASD, VarexWABCO, or any of the members of their respective Groups Subsidiaries prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person entity or Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(ef) As between Parent and Varex the two Parties (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 businessBusiness, 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 upon 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.
(fg) It is understood and agreed The Parties agree that, effective as of prior to 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 ASD or any other member of the Varex ASD Group as of the Effective Time (the aggregate amount of such cash may withdraw any 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 from the WABCO Accounts for the benefit of ASD or any other member of the Varex ASD 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (American Standard Companies Inc), Separation and Distribution Agreement (WABCO Holdings Inc.)
Bank Accounts; Cash Balances. (a) Each Party EESLP and Controlled each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties EESLP and Controlled may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account account, including lockbox accounts, owned by Varex Controlled or any other member of the Varex RemainCo 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 Controlled Accounts”) so that each such Varex Account and Parent AccountControlled Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account, respectivelyincluding lockbox accounts, is owned by EESLP or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”), are de-Linked linked from such Parent Account or Varex Account, respectivelythe SpinCo Accounts.
(b) It is intended thatEESLP and Controlled each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as EESLP and Controlled may agree), there will be in place all actions necessary to amend all Contracts governing the SpinCo Accounts so that such SpinCo Accounts, if currently linked to a cash management process pursuant to which Controlled Account, are de-linked from 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 GroupControlled Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(aSections 2.11(a) and 2.11(b), there will continue to shall be in place a centralized cash management process pursuant to which (i) the Parent Controlled Accounts will shall be managed centrally and funds collected will shall be transferred into one (1) or more centralized accounts maintained by Parent Controlled and (ii) the SpinCo Accounts shall be managed centrally and funds collected shall be transferred into one or a member more centralized accounts maintained by EESLP. Notwithstanding the foregoing, all cash on hand as of the Parent GroupEffective Time shall be assigned, transferred or paid over to or retained by EESLP, other than cash belonging to EXLP or any of its Subsidiaries as of the Effective Time, which cash shall be retained by EXLP or such Subsidiary (or, if included in the Controlled Accounts or SpinCo Accounts, paid over to EXLP) following the Effective Time.
(d) With respect to any outstanding checks issued or payments initiated by ParentEESLP, Varex, Controlled or any of the members of their respective Groups Subsidiaries prior to the Effective TimeInternal Distribution, such outstanding checks and payments shall be honored following the Effective Time Internal Distribution by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, respectivelyany outstanding checks or payments issued by a third party for the benefit of EESLP, Controlled or any of their respective Subsidiaries prior to the Internal Distribution shall be honored following the Internal Distribution and payment shall be made to the party to whom the check was or payment was issued.
(e) With respect to the payments described in Section 2.11(d), in the event that:
(i) EESLP or one of its Subsidiaries initiates a payment prior to the Internal Distribution that is honored following the Internal Distribution, and to the extent such payment relates to the RemainCo Business, then Controlled shall reimburse EESLP for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or
(ii) Controlled or one of its Subsidiaries initiates a payment prior to the Internal Distribution that is honored following the Internal Distribution, and to the extent such payment relates to the SpinCo Business, then EESLP shall reimburse Controlled for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.
(f) As between Parent EESLP and Varex Controlled (for purposes of this Section 2.11(f), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received after the Effective Time by either Specified Party (or any member of its Group) ), in each case after the Internal Distribution, that relate to a business, Asset or Liability of the other Specified Party (or any member of its such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held by such the recipient Specified Party in trust for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto and, promptly following receipt by such thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such payment Misdirected Payments received by such Specified Party or reimbursement, such Party shall pay over, or shall cause the applicable any member of its Group Group, and the Specified Parties shall have a weekly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to pay the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the amount applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,000, an interim 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 net amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex owed shall cooperate with and make available to Parent and its Representatives all information, records, data and working papers, in each case, be made to the extent related to Specified Party entitled thereto within three (3) business days of such amount exceeding $10,000,000. Notwithstanding the determination foregoing, neither Specified Party (nor any of the amount of cash and cash equivalents held by the members of its Group) shall act as collection agent for the Varex Group as other Specified Party (or any of the Effective Timemembers of its Group), and Varex nor shall permit access either Specified Party (or any members of its Group) act as surety or endorser with respect to its facilities and personnelnon-sufficient funds checks, 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 funds to be paid an amount returned in cash equal to such difference to Parent by wire transfer of immediately available funds to an account a bankruptcy 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 Groupfraudulent conveyance action.
(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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Exterran Corp), Separation and Distribution Agreement (Exterran Corp)
Bank Accounts; Cash Balances. (a) Each Party Huntsman and Venator each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time Date (or such earlier time as the Parties Huntsman and Venator may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Venator or any other member of the Varex Venator 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 Venator Accounts”) so that each such Varex Account and Parent AccountVenator Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by Huntsman or any other member of the Huntsman Group (collectively, respectivelythe “Huntsman Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe Huntsman Accounts.
(b) It is intended thatHuntsman and Venator each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Date (or such earlier time as Huntsman and Venator may agree), there will be in place all actions necessary to amend all agreements governing the Huntsman Accounts so that such Huntsman Accounts, if currently linked to a cash management process pursuant to which Venator Account, are de-linked from 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 GroupVenator Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section Sections 2.9(a) and 2.9(b), there will continue to be in place a cash management process pursuant to which the Parent Venator Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Venator or its designee; provided that, on the Effective Date, the net accumulated funds in Venator Accounts will be a member Huntsman Asset and will thereafter be transferred to one or more accounts managed by Huntsman, at the direction and discretion of Huntsman to the Parent Groupextent not used to repay intercompany notes.
(d) With respect to any outstanding checks issued or payments initiated by ParentHuntsman, VarexVenator, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeDate, such outstanding checks and payments shall be honored following the Effective Time Separation 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 Huntsman and Varex Venator (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Date 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 (at the expense of the Party entitled thereto). Each Party shall maintain an accounting of any such payment payments and reimbursements, and the Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each Party are calculated and the net amount owed to Huntsman or reimbursement, such Party Venator shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without where possible with right of set-off.
(f) It is understood and agreed that. If at any time the net amount owed to either Party exceeds $10,000,000, 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 interim payment 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 net amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex owed shall cooperate with and make available to Parent and its Representatives all information, records, data and working papers, in each case, be made 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 Party entitled thereto 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 exceeding $10,000,000. Notwithstanding the foregoing, neither Huntsman nor Venator shall act as collection agent for the other Party, nor shall either Party act as surety or amounts pursuant endorser with respect to Article VII and shall non-sufficient funds checks, or funds to be entitled to make an Arbitration Request without first complying with Section 7.1 returned in a bankruptcy or Section 7.2fraudulent conveyance action.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (Huntsman International LLC)
Bank Accounts; Cash Balances. Except as may be set forth in the Administrative Services Agreement:
(a) Each Party Leucadia and Crimson each agrees to take, or cause the respective members of its Group their respective Groups to take, to be effective at the Effective Time (or such earlier time as the Parties Leucadia and Crimson may agree), all actions necessary to amend all contracts or agreements Crimson Contracts governing each bank and brokerage account owned by Varex Crimson or any other member of the Varex Crimson Group (collectively, the “Varex Crimson 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 AccountCrimson Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by Leucadia or any other member of the Leucadia Group (collectively, respectivelythe “Leucadia Accounts”), is are de-Linked linked from such Parent Account the Leucadia Accounts effective at or Varex Account, respectivelyprior to the Effective Time.
(b) It is intended thatLeucadia and Crimson each agrees to take, following consummation or cause the respective members of their respective Groups to take, to be effective at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as Leucadia and Crimson may agree), there will be in place all actions necessary to amend all Crimson Contracts governing the Leucadia Accounts so that such Leucadia Accounts, if currently linked to a cash management process pursuant to which Crimson Account, are de-linked from 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 GroupCrimson Accounts.
(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 ParentLeucadia, Varex, Crimson or any of the members of their respective Groups Subsidiaries 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 with prompt reimbursement from the Person or from which the payment was initiatedGroup that issued such check, respectivelyif applicable.
(ed) As between Parent Leucadia and Varex Crimson (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time by either Party party (or member of its Group) that relate principally to a business, Asset asset or Liability liability of the other Party party (or member of its Group), ) shall be held by such Party party in trust for the use and benefit of the Party party entitled thereto and, promptly following upon receipt by such Party party of any such payment or reimbursement, such Party party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party 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.
Appears in 2 contracts
Samples: Separation Agreement (Crimson Wine Group, LTD), Separation Agreement (Crimson Wine Group, LTD)
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 UpstreamCo or any other member of the Varex UpstreamCo Group (collectively, the “Varex UpstreamCo 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 UpstreamCo Account and Parent Account, if currently Linked 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 UpstreamCo Account, respectively, is de-no longer Linked from to such Parent Account or Varex UpstreamCo 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, UpstreamCo 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.
(ec) As between Parent and Varex UpstreamCo (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 overshall, 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.
(fd) It is understood and agreed thatNotwithstanding anything to the contrary in this Agreement, effective as UpstreamCo or a member of the Effective Time, Varex and members of the Varex UpstreamCo 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 promptly pay over to Parent a balance sheet (the “Balance SheetCash Distribution”) setting forth cash and cash equivalents held all After-Tax proceeds received 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 UpstreamCo or any member of its Group (whether prior to or after the Parent Group shall not have any obligation Effective Time) in consideration for the asset sales pursuant to, the sale agreements set forth on Schedule 2.9(c) (subject to pay or provide any cash or cash equivalents to any member the terms and conditions thereof), without right of set-off. For U.S. federal income tax purposes, 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 Cash Distribution shall be entitled to dispute such amount or amounts treated as being made pursuant to Article VII and shall be entitled to make an Arbitration Request without first complying with Section 7.1 or Section 7.2the Contribution.
Appears in 2 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Alcoa Upstream Corp)
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), (i) all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Concentrix or any other member of the Varex Concentrix Group (collectively, the “Varex Concentrix Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent SYNNEX or any other member of the Parent SYNNEX Group (collectively, the “Parent SYNNEX Accounts”) so that each such Varex Concentrix Account and Parent SYNNEX Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent SYNNEX Account or Varex Concentrix Account, respectively, is de-Linked from such Parent SYNNEX Account or Varex Concentrix Account, respectively, and (ii) all actions necessary to remove all SYNNEX Representatives as signatories or authorized persons with respect to the Concentrix Accounts and all Concentrix Representatives as signatories or authorized persons with respect to the SYNNEX Accounts.
(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 ParentSYNNEX, VarexConcentrix, 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.
(ec) As between Parent SYNNEX and Varex Concentrix (and the members of their respective Groups), all payments made and reimbursements or other payments 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 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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Concentrix Corp), Separation and Distribution Agreement (Concentrix Corp)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Separation 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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a cash management process pursuant to which the Varex SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(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, VarexSpinCo, or any of the members of their respective Groups prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation 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 (SpinCo, and the members of their respective Groups), all payments made and reimbursements received after the Effective Separation 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.
Appears in 2 contracts
Samples: Master Separation Agreement (Bausch & Lomb Corp), Master Separation Agreement (Bausch Health Companies Inc.)
Bank Accounts; Cash Balances. (a) Each Party OPC and CRC each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time Distribution Date (or such earlier time as the Parties OPC and CRC may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex CRC or any other member of the Varex CRC 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 CRC Accounts”) so that each such Varex Account and Parent AccountCRC Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by OPC or any other member of the OPC Group (collectively, respectivelythe “OPC Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe OPC Accounts.
(b) It is intended thatOPC and CRC each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aDistribution Date (or such earlier time as OPC and CRC may agree), there will be in place all actions necessary to amend all agreements governing the OPC Accounts so that such OPC Accounts, if currently linked to a cash management process pursuant to which CRC Account, are de-linked from 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 GroupCRC Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section Sections 2.9(a) and 2.9(b), there will be in place a centralized cash management process pursuant to which the CRC Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by CRC or its designee; provided that, on November 28, 2014, the accumulated funds in such centralized CRC Accounts will be transferred to one or more centralized accounts managed by OPC, at the discretion of OPC.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.9(a) and 2.9(b), there will continue to be in place a centralized cash management process pursuant to which the Parent OPC Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent OPC or a member of the Parent Groupits designee.
(de) With respect to any outstanding checks issued or payments initiated by ParentOPC, VarexCRC, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeDistribution Date, such outstanding checks and payments shall be honored following the Effective Time Separation by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(ef) As between Parent OPC and Varex CRC (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Separation 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 (at the expense of the Party entitled thereto). Each Party shall maintain an accounting of any such payment payments and reimbursements, and the Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each Party are calculated and the net amount owed to OPC or reimbursement, such Party CRC shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without with right of set-off.
. If at any time the net amount owed to either Party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the Party entitled thereto within three (f3) It is understood and agreed thatbusiness days of such amount exceeding $10,000,000. Notwithstanding the foregoing, effective neither OPC nor CRC shall act as of collection agent for the Effective Timeother Party, Varex and members of the Varex Group nor 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; providedeither Party act as surety or endorser with respect to non-sufficient funds checks, 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 or funds to be prepared returned 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 bankruptcy 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 Sheetfraudulent conveyance action.
(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.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Occidental Petroleum Corp /De/), Separation and Distribution Agreement (California Resources Corp)
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 Contracts governing each bank and brokerage account owned by Varex SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements Contracts 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or a member of its Group) that relate to a business, Asset or Liability of the other Party (or a member of its Group), shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such first Party of any such payment or reimbursement, such first 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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Equitrans Midstream Corp)
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 Grafiti or any other member of the Varex Grafiti Group (collectively, the “Varex Grafiti 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 Grafiti Account and Parent Account, if currently Linked 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 Grafiti Account, respectively, is de-Linked linked from such Parent Account or Varex Grafiti Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.7(a), there will be in place a cash management process pursuant to which the Varex Grafiti Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex Grafiti or a member of the Varex Grafiti Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.7(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 ParentXxxxxx, VarexGrafiti, 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 Grafiti (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) 30 days after the Distribution Date, Varex Grafiti 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 Grafiti 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) 60 days following delivery by Varex Grafiti of the Balance Sheet or such longer period as Parent is disputing the amount of cash and/or or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex Grafiti 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 Grafiti Group as of the Effective Time, and Varex Grafiti 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.
(ig) If Parent disagrees with the amount of cash and/or or cash equivalents reflected in the Balance Sheet, Parent and Varex Grafiti shall attempt to resolve the dispute in good faith for thirty (30) 30 days following the delivery to Parent of the Balance Sheet. Following such thirty (30) 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.
Appears in 1 contract
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 UpstreamCo or any other member of the Varex UpstreamCo Group (collectively, the “Varex UpstreamCo 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 UpstreamCo Account and Parent Account, if currently Linked 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 UpstreamCo Account, respectively, is de-no longer Linked from to such Parent Account or Varex UpstreamCo 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, UpstreamCo 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.
(ec) As between Parent and Varex UpstreamCo (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 overshall, 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.
(fd) It is understood and agreed thatNotwithstanding anything to the contrary in this Agreement, effective UpstreamCo shall promptly pay over to Parent all after-tax proceeds (the amount of which shall be determined as set forth in Schedule 2.9(d)) received by UpstreamCo or any member of its Group (whether prior to or after the Effective Time) in consideration for the asset sales pursuant to the sale agreements set forth on Schedule 2.9(d), Varex without right of set-off, and members of the Varex Group shall not have cash in all respects as set forth in, 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 adjustments set forth in, the Varex Delayed Asset Consideration shall not Schedule 2.9(d) (such amount, as it may 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)adjusted, the “Final Cash BalanceAsset Sale Payment”). 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 Sheetand, 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 UpstreamCo and Parent, as applicable, shall make such subsequent adjustment payments as may be required pursuant to Schedule 2.9(d)). For U.S. federal (and applicable state and local) income tax purposes, the Maximum Cash Amount is equal Asset Sale Payment (as adjusted pursuant to or less than Schedule 2.9(d)) shall be treated as being made pursuant to the Final Cash BalanceContribution, then Parent or any member of except to the Parent Group shall not have any obligation to pay or provide any cash or cash equivalents to any member of the Varex Groupextent required by applicable Law.
(ie) If Parent disagrees with Notwithstanding anything to the amount of cash and/or cash equivalents reflected contrary in the Balance Sheetthis Agreement, Parent and Varex UpstreamCo shall attempt to resolve the dispute in good faith for thirty (30) days following the delivery promptly pay over to Parent of any UpstreamCo True-up Payment (as used herein, such term shall have the Balance Sheet. Following such thirty (30meaning given in Schedule 2.14) day periodas may be required in accordance with Schedule 2.14, or Parent shall promptly pay over to UpstreamCo any Parent True-up Payment (as used herein, such term shall have the meaning given in Schedule 2.14) as may be entitled to dispute such amount required in accordance with Schedule 2.14. For U.S. federal (and applicable state and local) income tax purposes, any UpstreamCo True-up Payment or amounts Parent True-up Payment shall be treated as being made pursuant to Article VII and shall be entitled the Contribution, except to make an Arbitration Request without first complying with Section 7.1 or Section 7.2the extent required by applicable Law.
Appears in 1 contract
Bank Accounts; Cash Balances. (a) Each Party EESLP and Controlled each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties EESLP and Controlled may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account account, including lockbox accounts, owned by Varex Controlled or any other member of the Varex RemainCo 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 Controlled Accounts”) so that each such Varex Account and Parent AccountControlled Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account, respectivelyincluding lockbox accounts, is owned by EESLP or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”), are de-Linked linked from such Parent Account or Varex Account, respectivelythe SpinCo Accounts.
(b) It is intended thatEESLP and Controlled each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as EESLP and Controlled may agree), there will be in place all actions necessary to amend all Contracts governing the SpinCo Accounts so that such SpinCo Accounts, if currently linked to a cash management process pursuant to which Controlled Account, are de-linked from 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 GroupControlled Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(aSections 2.11(a) and 2.11(b), there will continue to shall be in place a centralized cash management process pursuant to which (i) the Parent Controlled Accounts will shall be managed centrally and funds collected will shall be transferred into one (1) or more centralized accounts maintained by Parent Controlled and (ii) the SpinCo Accounts shall be managed centrally and funds collected shall be transferred into one or a member more centralized accounts maintained by EESLP. Notwithstanding the foregoing, all cash on hand as of the Parent GroupEffective Time shall be assigned, transferred or paid over to or retained by EESLP or Controlled in accordance with the following sentences of this Section 2.11(c), other than cash belonging to EXLP or any of its Subsidiaries as of the Effective Time, which cash shall be retained by EXLP or such Subsidiary (or, if included in the Controlled Accounts or SpinCo Accounts, paid over to EXLP) following the Effective Time (such EXLP cash to be without any deductions after October 31, 2015). The Spinco Group shall be entitled to all cash in the Controlled Accounts and the SpinCo Accounts as of October 31, 2015. With regard to any cash that is deposited in the Controlled Accounts or the SpinCo Accounts after October 31, 2015 and on hand as of the Effective Time, the SpinCo Group and RemainCo Group shall be entitled to such cash to the extent it relates to the SpinCo Business or the RemainCo Business respectively, after deducting any disbursements from these accounts relating to costs or expenses relating to the SpinCo Business or the RemainCo Business respectively. Should any cash (or expenses) relate to both the Spinco Business and the RemainCo Business, then such cash (or expenses) shall be allocated to both SpinCo Group and RemainCo equally. Any cash in the SpinCo Accounts that belong to the RemainCo Business shall be transferred by EESLP to Controlled and any cash in the Controlled Accounts that belongs to the SpinCo Business shall be transferred by RemainCo to SpinCo.
(d) With respect to any outstanding checks issued or payments initiated by ParentEESLP, Varex, Controlled or any of the members of their respective Groups Subsidiaries prior to the Effective TimeInternal Distribution, such outstanding checks and payments shall be honored following the Effective Time Internal Distribution by the Person or Group owning the account on which the check is drawn or from which the payment was initiated. In addition, respectivelyany outstanding checks or payments issued by a third party for the benefit of EESLP, Controlled or any of their respective Subsidiaries prior to the Internal Distribution shall be honored following the Internal Distribution and payment shall be made to the party to whom the check was or payment was issued.
(e) With respect to the payments described in Section 2.11(d), in the event that:
(i) EESLP or one of its Subsidiaries initiates a payment prior to the Internal Distribution that is honored following the Internal Distribution, and to the extent such payment relates to the RemainCo Business, then Controlled shall reimburse EESLP for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored; or
(ii) Controlled or one of its Subsidiaries initiates a payment prior to the Internal Distribution that is honored following the Internal Distribution, and to the extent such payment relates to the SpinCo Business, then EESLP shall reimburse Controlled for such payment as soon as reasonably practicable and in no event later than seven (7) days after such payment is honored.
(f) As between Parent EESLP and Varex Controlled (for purposes of this Section 2.11(f), each a “Specified Party”) (and the members of their respective Groups), all payments made to and reimbursements received after the Effective Time by either Specified Party (or any member of its Group) ), in each case after the Internal Distribution, that relate to a business, Asset or Liability of the other Specified Party (or any member of its such other Specified Party’s Group) (each, a “Misdirected Payment”), shall be held by such the recipient Specified Party in trust for the use and benefit of the other Specified Party (or member of such other Specified Party’s Group entitled thereto and, promptly following receipt by such thereto) (at the expense of the party entitled thereto). Each Specified Party shall maintain an accounting of any such payment Misdirected Payments received by such Specified Party or reimbursement, such Party shall pay over, or shall cause the applicable any member of its Group Group, and the Specified Parties shall have a weekly reconciliation, whereby all such Misdirected Payments received by each Specified Party are calculated and the net amount owed to pay the other Specified Party (or members of the other Specified Party’s Group) shall be paid over to the other Specified Party (for further distribution to the amount applicable members of such other Specified Party’s Group). If at any time the net amount in respect of Misdirected Payments owed to either Specified Party exceeds $10,000,000, an interim 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 net amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex owed shall cooperate with and make available to Parent and its Representatives all information, records, data and working papers, in each case, be made to the extent related to Specified Party entitled thereto within three (3) Business Days of such amount exceeding $10,000,000. Notwithstanding the determination foregoing, neither Specified Party (nor any of the amount of cash and cash equivalents held by the members of its Group) shall act as collection agent for the Varex Group as other Specified Party (or any of the Effective Timemembers of its Group), and Varex nor shall permit access either Specified Party (or any members of its Group) act as surety or endorser with respect to its facilities and personnelnon-sufficient funds checks, 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 funds to be paid an amount returned in cash equal to such difference to Parent by wire transfer of immediately available funds to an account a bankruptcy 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 Groupfraudulent conveyance action.
(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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Archrock, Inc.)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Mandatory Exchange 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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent IAC or any other member of the Parent IAC Group (collectively, the “Parent IAC Accounts”) so that each such Varex SpinCo Account and Parent IAC 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 IAC Account or Varex SpinCo Account, respectively, is de-Linked from such Parent IAC Account or Varex SpinCo Account, respectively.
(b) 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 Varex SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 IAC Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent IAC or a member of the Parent IAC Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentIAC, VarexSpinCo, or any of the members of their respective Groups prior to the Mandatory Exchange Effective Time, such outstanding checks and payments shall be honored following the Mandatory Exchange Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively; provided that to the extent such check or payment was initiated on behalf or for the benefit of the other Group, then such Group will reimburse the disbursing Group for the applicable portion thereof.
(e) As between Parent IAC and Varex SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Mandatory Exchange 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.
Appears in 1 contract
Samples: Separation Agreement (Vimeo, Inc.)
Bank Accounts; Cash Balances. (a) Each Party Covidien and Mallinckrodt each agrees to take, or cause the respective members of its Group their respective Groups to take, at on the Effective Time Distribution Date (or such earlier time as the Parties Covidien and Mallinckrodt may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Mallinckrodt or any other member of the Varex Mallinckrodt Group (collectively, the “Varex Mallinckrodt Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Covidien or any other member of the Parent Covidien Group (collectively, the “Parent Covidien Accounts”) so that each such Varex Mallinckrodt Account and Parent Covidien Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Covidien Account or Varex Mallinckrodt Account, respectively, is de-Linked delinked from such Parent Covidien Account or Varex Mallinckrodt Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will be in place a centralized cash management process pursuant to which the Varex Mallinckrodt Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Varex or a member of the Varex GroupMallinckrodt.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.10(a), there will continue to be in place a centralized cash management process pursuant to which the Parent Covidien Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupCovidien.
(d) With respect to any outstanding checks issued or payments initiated by ParentCovidien, Varex, Mallinckrodt or any of the members of their respective Groups Subsidiaries 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 Covidien and Varex Mallinckrodt (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 over, to the other Party the amount of such payment or reimbursement without right of set-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.
Appears in 1 contract
Bank Accounts; Cash Balances. (a) Each Party Huntsman and Venator each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time Date (or such earlier time as the Parties Huntsman and Venator may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Venator or any other member of the Varex Venator 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 Venator Accounts”) so that each such Varex Account and Parent AccountVenator Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by Huntsman or any other member of the Huntsman Group (collectively, respectivelythe “Huntsman Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe Huntsman Accounts.
(b) It is intended thatHuntsman and Venator each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Date (or such earlier time as Huntsman and Venator may agree), there will be in place all actions necessary to amend all agreements governing the Huntsman Accounts so that such Huntsman Accounts, if currently linked to a cash management process pursuant to which Venator Account, are de-linked from 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 GroupVenator Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section Sections 2.9(a) and 2.9(b), there will continue to be in place a centralized cash management process pursuant to which the Parent Venator Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent Venator or a member its designee; provided that, on [•], 2017, the accumulated funds in such centralized Venator Accounts will be transferred to one or more centralized accounts managed by Huntsman, at the discretion of the Parent GroupHuntsman.
(d) With respect to any outstanding checks issued or payments initiated by ParentHuntsman, VarexVenator, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeDate, such outstanding checks and payments shall be honored following the Effective Time Separation 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 Huntsman and Varex Venator (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Contribution 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 (at the expense of the Party entitled thereto). Each Party shall maintain an accounting of any such payment payments and reimbursements, and the Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each Party are calculated and the net amount owed to Huntsman or reimbursement, such Party Venator shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without with right of set-off.
(f) It is understood and agreed that. If at any time the net amount owed to either Party exceeds $10,000,000, 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 interim payment 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 net amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex owed shall cooperate with and make available to Parent and its Representatives all information, records, data and working papers, in each case, be made 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 Party entitled thereto within five (5) Business Days after the date business days 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 exceeding $10,000,000. Notwithstanding the foregoing, neither Huntsman nor Venator shall act as collection agent for the other Party, nor shall either Party act as surety or amounts pursuant endorser with respect to Article VII and shall non-sufficient funds checks, or funds to be entitled to make an Arbitration Request without first complying with Section 7.1 returned in a bankruptcy or Section 7.2fraudulent conveyance action.
Appears in 1 contract
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 GRP&E/BCS SpinCo or any other member of the Varex GRP&E/BCS Group (collectively, the “Varex GRP&E/BCS 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 GRP&E/BCS Account and Parent Account, if currently Linked 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 GRP&E/BCS Account, respectively, is de-no longer Linked from to such Parent Account or Varex GRP&E/BCS 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, GRP&E/BCS SpinCo 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.
(ec) As between Parent and Varex GRP&E/BCS SpinCo (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 overshall, 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.
(fd) It is understood Notwithstanding anything to the contrary in this Agreement, GRP&E/BCS SpinCo shall promptly pay over to Parent any GRP&E/BCS True-up Payment (as used herein, such term shall have the meaning given in Schedule 2.14) as may be required in accordance with Schedule 2.14, or Parent shall promptly pay over to GRP&E/BCS SpinCo any Parent True-up Payment (as used herein, such term shall have the meaning given in Schedule 2.14) as may be required in accordance with Schedule 2.14. For U.S. federal (and agreed thatapplicable state and local) income tax purposes, effective any GRP&E/BCS True-up Payment or Parent True-up Payment shall be treated as of being made pursuant to the Effective TimeContribution, Varex and members of except to 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 Amountextent required by applicable Law.
(ge) Within thirty (30) days after Notwithstanding anything to the Distribution Date, Varex shall cause to be prepared contrary 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 Sheetthis Agreement, Parent may review and analyze the Balance Sheet and Varex shall cooperate with and make available promptly pay over to Parent and its Representatives GRP&E/BCS SpinCo 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 proceeds received 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 its Group (whether prior to or after the Parent Group shall not have any obligation Effective Time) in consideration for the asset sales pursuant to pay or provide any cash or cash equivalents to any member the agreements set forth on Schedule 2.9(e), without right of set-off, and in all respects as set forth in, Schedule 2.9(e). For U.S. federal (and applicable state and local) income tax purposes, the Varex Group.
(iforegoing payment(s) 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 treated as being made pursuant to Article VII and shall be entitled the Contribution, except to make an Arbitration Request without first complying with Section 7.1 or Section 7.2the extent required by applicable Law.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Arconic Corp)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Rayonier or any other member of the Parent Rayonier Group (collectively, the “Parent Rayonier Accounts”) so that each such Varex SpinCo Account and Parent Rayonier 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 Rayonier Account or Varex SpinCo Account, respectively, is de-Linked from such Parent Rayonier Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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 Rayonier Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Rayonier or a member of the Parent Rayonier Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentRayonier, VarexSpinCo, 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 Rayonier and Varex SpinCo (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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Rayonier Advanced Materials Inc.)
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo 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 SpinCo Account, respectively, is de-Linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Cars.com Inc.)
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 Sysorex or any other member of the Varex Sysorex Group (collectively, the “Varex Sysorex 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 Sysorex Account and Parent Account, if currently Linked 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 Sysorex Account, respectively, is de-Linked linked from such Parent Account or Varex Sysorex 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 Sysorex Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex Sysorex or a member of the Varex Sysorex 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, VarexSysorex, 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 Sysorex (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) 30 days after the Distribution Date, Varex Sysorex 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 Sysorex 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) 60 days following delivery by Varex Sysorex 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 Sysorex 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 Sysorex Group as of the Effective Time, and Varex Sysorex 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.
(ig) If Parent disagrees with the amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent and Varex Sysorex shall attempt to resolve the dispute in good faith for thirty (30) 30 days following the delivery to Parent of the Balance Sheet. Following such thirty (30) 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.
Appears in 1 contract
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked delinked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a another member of the Varex SpinCo 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 another member of the Parent Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentXxxxxx, VarexSpinCo, or any of the other 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 SpinCo (and the other members of their respective Groups), all payments made to and reimbursements reimbursements, credits, returns, or rebates received after the Effective Time by either Party (or other member of its Group) that relate to a business, Asset or Liability of the other Party (or other 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, credit, return or rebate 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-offsetoff.
(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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (3M Health Care Co)
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 StudioCo or any other member of the Varex StudioCo Group (collectively, the “Varex StudioCo 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 StudioCo Account and Parent Account, if currently Linked 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 StudioCo Account, respectively, is de-Linked from such Parent Account or Varex StudioCo 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 StudioCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex StudioCo or a member of the Varex StudioCo 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, VarexStudioCo, 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 (StudioCo, and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns or rebates 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, credit, return or rebate 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 reimbursement, credit, return or rebate 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.
Appears in 1 contract
Bank Accounts; Cash Balances. (a) Each Party agrees The Parties agree to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements Contracts governing each bank and brokerage account owned by Varex Enexus or any other member of the Varex Enexus Group (collectively, the “Varex Enexus Accounts”) and ), including all contracts Enexus Accounts listed or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectivelydescribed on Schedule 2.5(a), the “Parent Accounts”) so that each such Varex Account and Parent AccountEnexus Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit deposit, or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex brokerage account owned by Entergy or any other member of the Entergy Group (the “Entergy Accounts”) are de-linked from the Entergy Accounts. From and after the Effective Time, no Entergy Employee or Former Entergy Employee shall have any authority to access or control any Enexus Account, respectively, is de-Linked from such Parent Account except as provided for through the Transition Services Agreement or Varex Account, respectivelyany Shared Services Agreement.
(b) It is intended thatThe Parties agree to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Time (or such earlier time as the Parties may agree), there will be in place all actions necessary to amend all Contracts governing the Entergy Accounts so that such Entergy Accounts, if currently linked to a cash management process pursuant Enexus Account, are de-linked from the Enexus Accounts. From and after the Effective Time, no Enexus Employee or Former Enexus Employee shall have any authority to which the Varex Accounts will be managed and funds collected will be transferred into one (1) access or more accounts maintained by Varex or a member of the Varex Groupcontrol any Entergy Account.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a)sections (a) and (b) above, there will continue to be in place a centralized cash management process system pursuant to which the Parent Enexus Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent or a member of the Parent GroupEnexus.
(d) It is intended that, following consummation of the actions contemplated by sections (a) and (b) above, there will continue to be in place a centralized cash management system pursuant to which the Entergy Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by Entergy.
(e) The Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to have the Enexus Accounts contain an aggregate amount in cash and cash equivalents at the Effective Time equal to $___.
(f) With respect to any outstanding checks issued or payments initiated by ParentEntergy, VarexEnexus, or any of the members of their respective Groups Subsidiaries prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person entity or Group owning the account on which the check is drawn or from which the payment was initiated, respectivelydrawn.
(eg) As between Parent and Varex the two Parties (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time by either any Party (or member of its Group) that relate to a businessBusiness, Asset or Liability of the other another Party (or member of its Group), ) shall be held by such Party in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly following upon 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 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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Enexus Energy CORP)
Bank Accounts; Cash Balances. (a) Each Party OPC and CRC each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time Distribution Date (or such earlier time as the Parties OPC and CRC may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex CRC or any other member of the Varex CRC 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 CRC Accounts”) so that each such Varex Account and Parent AccountCRC Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by OPC or any other member of the OPC Group (collectively, respectivelythe “OPC Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe OPC Accounts.
(b) It is intended thatOPC and CRC each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aDistribution Date (or such earlier time as OPC and CRC may agree), there will be in place all actions necessary to amend all agreements governing the OPC Accounts so that such OPC Accounts, if currently linked to a cash management process pursuant to which CRC Account, are de-linked from 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 GroupCRC Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section Sections 2.9(a) and 2.9(b), there will be in place a centralized cash management process pursuant to which the CRC Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by CRC or its designee; provided that, prior to and through the Distribution Date, the funds in such centralized CRC Accounts will be transferred on a daily basis to one or more centralized accounts managed by OPC, at the discretion of OPC.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.9(a) and 2.9(b), there will continue to be in place a centralized cash management process pursuant to which the Parent OPC Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Parent OPC or a member of the Parent Groupits designee.
(de) With respect to any outstanding checks issued or payments initiated by ParentOPC, VarexCRC, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeSeparation, such outstanding checks and payments shall be honored following the Effective Time Separation by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(ef) As between Parent OPC and Varex CRC (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Separation by either Party party (or member of its Group) that relate to a business, Asset or Liability of the other Party party (or member of its Group), shall be held by such Party in trust party for the use and benefit of the Party party entitled thereto and, promptly following receipt by such Party (at the expense of the party entitled thereto). Each party shall maintain an accounting of any such payment payments and reimbursements, and the parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each party are calculated and the net amount owed to OPC or reimbursement, such Party CRC shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without with right of set-off.
. If at any time the net amount owed to either party exceeds $10,000,000, an interim payment of such net amount owed shall be made to the party entitled thereto within three (f3) It is understood and agreed thatbusiness days of such amount exceeding $10,000,000. Notwithstanding the foregoing, effective neither OPC nor CRC shall act as of collection agent for the Effective Timeother party, Varex and members of the Varex Group nor 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; providedeither party act as surety or endorser with respect to non-sufficient funds checks, 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 or funds to be prepared returned 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 bankruptcy 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 Sheetfraudulent conveyance action.
(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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (California Resources Corp)
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Separation 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 owned, or controlled, by Varex Centuri or any other member of the Varex Centuri Group (collectively, the “Varex Centuri Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent Southwest or any other member of the Parent Southwest Group (collectively, the “Parent Southwest Accounts”) so that each such Varex Centuri Account and Parent Southwest Account, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Southwest Account or Varex Centuri Account, respectively, is de-Linked linked from such Parent Southwest Account or Varex Centuri Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.8(a), there will be in place a cash management process pursuant to which the Varex Centuri Accounts will be managed managed, and funds collected will be transferred into one (1) or more accounts maintained by Varex Centuri or a member of the Varex Centuri Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a2.8(a), there will continue to be in place a cash management process pursuant to which the Parent Southwest Accounts will be managed managed, and funds collected will be transferred into one (1) or more accounts maintained by Parent Southwest or a member of the Parent Southwest Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentSouthwest, Varex, Centuri or any of the members of their respective Groups prior to the Effective Separation Time, such outstanding checks and payments shall be honored following the Effective Separation Time by the Person or Group owning owning, or controlling, the account on which the check is drawn or from which the payment was initiated, respectively.
(e) As Subject to the Tax Matters Agreement to the extent related to Tax items, as between Parent Southwest and Varex Centuri (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns or rebates received after the Effective Separation 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, credit, return or rebate 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.
Appears in 1 contract
Bank Accounts; Cash Balances. (a) Each Party Huntsman and Venator each agrees to take, or cause the respective members of its Group their respective Groups to take, at the Effective Time Date (or such earlier time as the Parties Huntsman and Venator may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex Venator or any other member of the Varex Venator 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 Venator Accounts”) so that each such Varex Account and Parent AccountVenator Accounts, if currently Linked linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linkedlinked”) to any Parent Account bank or Varex Accountbrokerage account owned by Huntsman or any other member of the Huntsman Group (collectively, respectivelythe “Huntsman Accounts”), is are de-Linked linked from such Parent Account or Varex Account, respectivelythe Huntsman Accounts.
(b) It is intended thatHuntsman and Venator each agrees to take, following consummation or cause the respective members of their respective Groups to take, at the actions contemplated by Section 2.9(aEffective Date (or such earlier time as Huntsman and Venator may agree), there will be in place all actions necessary to amend all agreements governing the Huntsman Accounts so that such Huntsman Accounts, if currently linked to a cash management process pursuant to which Venator Account, are de-linked from 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 GroupVenator Accounts.
(c) It is intended that, following consummation of the actions contemplated by Section Sections 2.9(a) and 2.9(b), there will continue to be in place a cash management process pursuant to which the Parent Venator Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent Venator or a member its designee; provided that, on [•], 2017, the net accumulated funds in such centralized Venator Accounts will be transferred to one or more accounts managed by Huntsman, at the discretion of the Parent GroupHuntsman.
(d) With respect to any outstanding checks issued or payments initiated by ParentHuntsman, VarexVenator, or any of the members of their respective Groups Subsidiaries prior to the Effective TimeDate, such outstanding checks and payments shall be honored following the Effective Time Separation 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 Huntsman and Varex Venator (and the members of their respective Groups), ) all payments made and reimbursements received after the Effective Time Contribution 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 (at the expense of the Party entitled thereto). Each Party shall maintain an accounting of any such payment payments and reimbursements, and the Parties shall have a monthly reconciliation, whereby all such payments made and reimbursements received by each Party are calculated and the net amount owed to Huntsman or reimbursement, such Party Venator shall pay over, or shall cause the applicable member of its Group to pay be paid over to the other Party the amount of such payment or reimbursement without where possible with right of set-off.
(f) It is understood and agreed that. If at any time the net amount owed to either Party exceeds $10,000,000, 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 interim payment 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 net amount of cash and/or cash equivalents reflected in the Balance Sheet, Parent may review and analyze the Balance Sheet and Varex owed shall cooperate with and make available to Parent and its Representatives all information, records, data and working papers, in each case, be made 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 Party entitled thereto within five (5) Business Days after the date business days 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 exceeding $10,000,000. Notwithstanding the foregoing, neither Huntsman nor Venator shall act as collection agent for the other Party, nor shall either Party act as surety or amounts pursuant endorser with respect to Article VII and shall non-sufficient funds checks, or funds to be entitled to make an Arbitration Request without first complying with Section 7.1 returned in a bankruptcy or Section 7.2fraudulent conveyance action.
Appears in 1 contract
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 SpinCo or any other member of the Varex SpinCo Group (collectively, the “Varex SpinCo 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 SpinCo Account and Parent Account, if currently Linked 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 SpinCo Account, respectively, is de-Linked linked from such Parent Account or Varex SpinCo 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 SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex SpinCo or a member of the Varex SpinCo 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, VarexSpinCo, 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 SpinCo (and the members of their respective Groups), all payments made and reimbursements reimbursements, credits, returns, or rebates 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, credit, return or rebate 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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Embecta Corp.)
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 C2 or any other member of the Varex C2 Group (collectively, the “Varex C2 Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent CIT or any other member of the Parent CIT Group (collectively, the “Parent CIT Accounts”) so that each such Varex C2 Account and Parent CIT 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 CIT Account or Varex C2 Account, respectively, is de-Linked from such Parent CIT Account or Varex C2 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 C2 Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex C2 or a member of the Varex C2 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 CIT Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent CIT or a member of the Parent CIT Group.
(d) With respect to any outstanding checks issued or payments initiated by ParentCIT, VarexC2, 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 CIT and Varex C2 (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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (C2 Aviation Capital, Inc.)
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 GRP&E/BCS SpinCo or any other member of the Varex GRP&E/BCS Group (collectively, the “Varex GRP&E/BCS 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 GRP&E/BCS Account and Parent Account, if currently Linked 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 GRP&E/BCS Account, respectively, is de-no longer Linked from to such Parent Account or Varex GRP&E/BCS 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, GRP&E/BCS SpinCo 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.
(ec) As between Parent and Varex GRP&E/BCS SpinCo (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 overshall, 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.
(fd) It is understood and agreed thatNotwithstanding anything to the contrary in this Agreement, effective as of the Effective Time, Varex and members of the Varex Group GRP&E/BCS SpinCo 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 promptly pay over to Parent a balance sheet any GRP&E/BCS True-up Payment (as used herein, such term shall have the “Balance Sheet”meaning given in Schedule 2.14) setting forth cash and cash equivalents held by each member of as may be required in accordance with Schedule 2.14, or Parent shall promptly pay over to GRP&E/BCS SpinCo any Parent True-up Payment (as used herein, such term shall have the Varex Group meaning given in Schedule 2.14) 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”)may be required in accordance with Schedule 2.14. For a period of sixty U.S. federal (60and applicable state and local) days following delivery by Varex of income tax purposes, any GRP&E/BCS True-up Payment or Parent True-up Payment shall be treated as being made pursuant to the Balance Sheet or such longer period as Parent is disputing the amount of cash and/or cash equivalents reflected in the Balance SheetContribution, 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, except to the extent related to the determination of the amount of cash and cash equivalents held required 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 Sheetapplicable Law.
(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.
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Samples: Separation and Distribution Agreement (Arconic Rolled Products Corp)
