Controlled Account. The Borrower hereby agrees with the Administrative Agent, as to any Controlled Account into which this Agreement requires the Borrower to deposit funds, as follows:
Controlled Account. Enter into a control agreement in respect of the Controlled Account in form and substance reasonably satisfactory to the Borrower and the Administrative Agent on or prior to the Closing Date (or such later date as the Administrative Agent may agree).
Controlled Account. The Borrower shall not use any funds held in the Controlled Account for any purpose other than purchasing any remaining equity interests in the Target, prepaying the Loans pursuant to Section 2.05(2)(k) hereof and paying any Transaction Expenses incurred in connection therewith.
Controlled Account. (a) The Secured Party may require the Grantor to open and maintain a bank account at a bank and branch approved by the Secured Party on terms that:
(1) nominated Officers of the Secured Party must be signatories to the Controlled Account;
(2) no withdrawals can be made from the Controlled Account without the signature of one of those Officers;
(3) funds may be disposed of from the Controlled Account at the direction of the Secured Party without further consent by the Grantor; and
(4) depositing an amount in the Controlled Account will not result in any person coming under a present liability (within the meaning of section 341(3)(d) of the PPSA) to pay: · the Grantor; or
· a Related Body Corporate of the Grantor.
(b) If the Secured Party is not the Designated Bank, the Grantor must cause the Designated Bank to enter into an agreement between the Designated Bank, the Grantor and the Secured Party in form and substance satisfactory to the Secured Party in which the Designated Bank agrees that:
(1) it will comply with and give effect to the terms set out in clause 2.4(a);
(2) it has no Encumbrance or other interest in the Controlled Account and it waives all rights of set-off and combination in respect of the Controlled Account;
(3) if despite clause 2.4(b)(2) it has any Encumbrance or other interest in the Controlled Account, that Encumbrance or other interest is subordinated in right and priority of payment to the Secured Party's Encumbrance or other interest and will not be exercised without the Secured Party’s consent; and
(4) it agrees that the laws specified in clause 12.5(b) will govern the Secured Party’s PPSA Security Interest in the Controlled Account.
Controlled Account. The Loan Parties agree, within forty-five (45) days after the Closing Date, to maintain an Account Control Agreement in favor of the Collateral Agent with respect to the Controlled Account.
Controlled Account. On Closing, an agent of the Lender shall be granted joint authority over the Controlled Account for purposes of (i) funding Draws into such Controlled Account, (ii) remitting payments from such Controlled Account in accordance with the use of proceeds set forth in Section 2.2(f) hereof and (iii) applying amounts set forth in such Controlled Account towards the Obligations hereunder. The Borrower shall not remove the Lender’s agent as an authorized party with respect to the Controlled Account or otherwise frustrate the Lender’s disbursements and applications of amounts set forth in such Controlled Account as set forth herein. The Borrower shall cause the Bank at which such Controlled Account is held to require authorization from each of an agent of the Lender and an agent of the Borrower to withdraw or disburse funds from the Controlled Account. The Borrower shall not open or maintain any other account for the purpose of conducting its and its Affiliates’ SARS-CoV-2 Testing Business other than the Controlled Account, and the Borrower shall take any and all actions necessary to ensure that the proceeds of the SARS-CoV-2 Testing Business are deposited in the Controlled Account.
Controlled Account. The Companies hereby acknowledge and agree that (i) except as agreed to by the Agent in writing, all account debtors of the Companies will be instructed to send payment to the Post Office Boxes (as defined in the Agency Account Agreement) maintained by Account Agent, and all payments from account debtors will be deposited initially into the Lockbox Accounts (as defined in the Agency Account Agreement) maintained by Account Agent, and (ii) MSSC will maintain at all times instructions to Account Agent to sweep daily all available funds in the Deposit Accounts to a deposit account maintained with the Revolver Agent (or Agent, to the extent the Revolver Agent is no longer a party thereto) for this purpose.
Controlled Account. There shall occur any rescission, revocation or modification of any instruction or agreement regarding any Controlled Accounts, including but not limited to the Standing Transfer Instructions, or any such instruction or agreement is amended or terminated without the written consent of the Administrative Agent, provided, however, that so long as a Loan Party is diligently attempting to remedy such action, the Loan Parties shall have an additional period of time as may be necessary to cure, not to extend beyond the earlier of the Maturity Date and five (5) Business Days after the earlier of (x) a Responsible Officer of any Loan Party becoming aware of such action or (y) notice thereof to any Loan Party by the Administrative Agent or any Lender to complete such remedy.
Controlled Account. All amounts of cash generated from the Palo Pinto Assets shall be deposited in a controlled bank account in the name of the Company and controlled by the Lender at account # 2000030407338 with Wachovia Bank, National Association, Mail Code NC 0817, 000 Xxxxx Xxxxx Xxxxxx -Floor M7, Charlotte, North Carolina 28288 (“Controlled Account”). The Company shall irrevocably notify all purchasers of the products sold from the Palo Pinto Assets of their requirement to make all payments to the Controlled Account in the form attached hereto as Exhibit E. In the event such purchasers shall pay the Company directly instead of the Controlled Account, the Company will retain such funds in trust for the benefit of the Lender and promptly turn over such funds to the Controlled Account. On the 15th of every month (“Settlement Date”) so long as no Event of Default has occurred and is continuing, all fund on deposit in the Controlled Account shall be applied by the Lender in the following priority: (i) to pay the Royalty Amount (defined below) in the manner set forth below, (ii) all expenses incurred by Lender in connection with the collection of amounts due under the Note (“Lender Monthly Payments”), (iii) all Lender approved requests by the Company to fund the Company’s royalty expenses arising from the Company’s liabilities as an operator of the Palo Pinto Assets (iv) all accrued and unpaid interest due as of such Settlement Date, (v) all principal payments due under the Note as of such Settlement Date, (vi) all other amounts above $500,000 remaining in the Controlled Account shall be paid to the Company and (vii) on or after the Maturity Date upon payment of all obligations under the Transaction Documents, all amounts remaining in the Controlled Account may be released from the Controlled Account to the Company. If the Controlled Account shall not have the sufficient funds to pay the Lender Monthly Payments on the Settlement Date, then the Company shall be required to deposit such funds in the Controlled Account by the Settlement Date to cover the Lender Monthly Payments. The Company shall deliver to the lender a certificate certified by the Company’s Chief Executive Officer, 5 days prior to each Settlement Date, setting forth the Royalty Amount and payee information , together with a list of each of the royalty participants of the Palo Pinto Assets and the portion of the Royalty Amount such participant shall be entitled to receive. For purposes of this Section 4.6, “Royal...
Controlled Account. Any of the provisions of the Blocked Account Control Agreement shall, for any reason cease to be valid, binding and enforceable in accordance with its terms or the Controlled Account or any funds therein are subject to any Lien or other rights of a Person other than (i) the Lien in favor of the Administrative Agent and the Second Lien Administrative Agent, (ii) the Liens permitted under Section 6.01(b), (iii) Lien in favor of the depository bank in accordance with the terms of the Blocked Account Control Agreement, and (iv) the rights of the Borrower to the funds held therein subject to the restrictions in Section 6.25 and the terms thereof;
