Deposit Accounts, Securities Accounts and Commodities Accounts. (a) Within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Loan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and Commodity Account (other than to the extent constituting an Excluded Account) held or maintained by or for the benefit of a Loan Party on the Closing Date, executed and delivered by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent. (b) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Deposit Account, Securities Account and Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within 45 days of the establishment, acquisition, or assumption of such account (or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within 45 days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any assets in any Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further that, the foregoing proviso shall not apply to any Deposit Account, Securities Account or Commodity Account that is acquired or assumed in connection with the transactions contemplated pursuant to the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions), and the Borrower shall not be required to deliver Control Agreements with respect to such accounts until 120 days after the consummation of such transactions.
Appears in 1 contract
Deposit Accounts, Securities Accounts and Commodities Accounts. (a) Within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Loan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and Commodity Account (other than to the extent constituting an Excluded Account) held or maintained by or for the benefit of a Loan Party on the Closing Date, executed and delivered by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent.
(b) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Deposit Account, Securities Account and Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within 45 days of the establishment, acquisition, or assumption of such account (or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within 45 days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any assets in any Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further that, the foregoing proviso shall not apply to any Deposit Account, Securities Account or Commodity Account that is acquired or assumed in connection with the transactions contemplated pursuant to the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions), and the Borrower shall not be required to deliver Control Agreements with respect to but such accounts until 120 days after shall otherwise be subject to the consummation requirements of such transactionsthis Section 6.18(b).
Appears in 1 contract
Deposit Accounts, Securities Accounts and Commodities Accounts. (a) Within 60 days after the Closing Date (or such later date as the Administrative Agent shall reasonably agree), the Loan Parties shall execute and deliver to the Administrative Agent one or more Control Agreements with respect to each Deposit Account, Securities Account and Commodity Account (other than to the extent constituting an Excluded Account) held or maintained by or for the benefit of a Loan Party on the Closing Date, executed and delivered by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent.
(b) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Deposit Account, Securities Account and Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) established, held, acquired, assumed, or otherwise maintained after the Closing Date, promptly, but in any event within 45 forty-five (45) days of the establishment, acquisition, or assumption of such account (or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within 45 forty-five (45) days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any assets in any Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further thatfurther, unless otherwise consented to by the foregoing proviso Administrative Agent (in its sole discretion), no Loan Party shall not apply to any establish or maintain a Deposit Account, Securities Account or Commodity Account with a financial institution that is acquired not a Lender (other than, in the case of a financial institution that is or assumed was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the provisions of Section 6.18(b)).
(b) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Deposit Account, Securities Account and Commodity Account established or maintained on or after the transactions contemplated pursuant Closing Date with a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, promptly, but in any event within forty-five (45) days of the date such Lender ceased being a Lender (or such later date as the Administrative Agent shall reasonably agree in its sole discretion), transfer the funds or other financial assets in any such account to a new or existing account that is subject to a Control Agreement established or maintained with a Lender in a manner reasonably satisfactory to the Merger Agreement Administrative Agent and (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of ii) close such transactions), and the Borrower shall not be required to deliver Control Agreements with respect to such accounts until 120 days after the consummation of such transactionsaccount.
Appears in 1 contract
Deposit Accounts, Securities Accounts and Commodities Accounts. (a) Within 60 The Borrower shall, and shall cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or other deposit accounts, securities accounts or commodities accounts (other than (i) any Excluded Account and (ii) any other deposit account, securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash, securities, or commodities with an aggregate fair market value in excess of $3,000,000) held or maintained by the Borrower or its Restricted Subsidiaries on the Effective Date and for which a Control Agreement was delivered under the Existing Credit Agreement (but excluding any such account acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to a Control Agreement.
(b) From and after the date that is sixty (60) days after the Closing Effective Date (or such later date as the Administrative Agent shall reasonably agree), the Loan Parties Borrower shall, and shall execute and deliver to the Administrative Agent one cause each of its Restricted Subsidiaries to, maintain all of its respective operating, revenue, collection or more Control Agreements with respect to each Deposit Accountother deposit accounts, Securities Account and Commodity Account securities accounts or commodities accounts (other than to the extent constituting an (i) any Excluded Account) held or maintained by or for the benefit of a Loan Party on the Closing Date, executed and delivered by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent.
(b) The Parent and the Borrower will, and will cause each other Loan Party to, in connection with any Deposit Account, Securities Account and Commodity Account (other than Excluded Accountsii) any deposit account, but only for so long as it is securities account or commodities account unless and until the first date after the Effective Date on which such account holds cash securities, or commodities with an Excluded Accountaggregate fair market value in excess of $3,000,000) established, held, acquired, assumed, assumed or otherwise maintained by the Borrower or its Restricted Subsidiaries after the Closing Date, promptly, but in Effective Date (including any event within 45 days of the establishment, acquisition, or assumption of such account (or, in the case of a Deposit Account or Securities Account that ceases to be an Excluded Account, within 45 days after cessation of its status as an Excluded Account) or by such later date as the Administrative Agent shall reasonably agree, deliver a Control Agreement executed by a duly authorized Responsible Officer of such Loan Party in form and substance reasonably satisfactory to the Administrative Agent; provided that, notwithstanding the foregoing, no Loan Party or Restricted Subsidiary shall be permitted to deposit into or maintain any assets in any Deposit Account, Securities Account or Commodity Account (other than Excluded Accounts, but only for so long as it is an Excluded Account) unless such Deposit Account, Securities Account or Commodity Account is subject to such a Control Agreement or other satisfactory control arrangement; provided further that, the foregoing proviso shall not apply to any Deposit Account, Securities Account or Commodity Account that is acquired or assumed in connection with the transactions contemplated by the Merger Agreement) with (x) one or more Lenders or (y) any other financial institution reasonably acceptable to the Administrative Agent, and in each case, subject to the Administrative Agent’s control pursuant to the Merger Agreement (or upon the contribution of the Equity Interests of any of the Public Parent’s Subsidiaries to the Parent or the Borrower following the consummation of such transactions), and the Borrower shall not be required to deliver a Control Agreements with respect to such accounts until 120 days after the consummation of such transactionsAgreement.
Appears in 1 contract
