Depository Arrangements Sample Clauses

Depository Arrangements. (a) The parties agree that Schedule 4.5 sets forth a list of the banks maintaining lock boxes or similar deposit arrangements which are maintained by Sybron in connection with the Dental Business prior to the Effective Date. As of the Effective Date, Sybron will terminate any arrangement whereby funds directed to such lock boxes or similar arrangements are consolidated with other funds of Sybron or otherwise made available to Sybron. Sybron shall, as of the Effective Date, take all necessary steps to remove all persons who are not employees of SDS who are signatories or holders of powers-of-attorney with respect to such lock boxes or other arrangements from the list of such signatories and holders and otherwise extinguish their signing authority with respect thereto. As of the Effective Date, Sybron shall take such action as may be required to deliver to SDS full authority with respect to such lock boxes or other arrangements.
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Depository Arrangements. 18.1.1 The Certificates, if eligible and deposited with a depository, shall be subject to the terms and conditions prescribed by the depository and any inconsistent terms and conditions applicable to the Certificates herein, shall not apply.
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Depository Arrangements. (a) The parties agree that Schedule 4.5 sets forth a list of the banks maintaining lock boxes or similar deposit arrangements which are maintained by Sybron in connection with the Dental Business prior to the Effective Date. As of the Effective Date, Sybron will terminate any arrangement whereby funds directed to such lock boxes or similar arrangements are consolidated with other funds of Sybron or otherwise made available to Sybron. Sybron shall, as of the Effective Date, take all necessary steps to remove all persons who are not employees of SDS who are signatories or holders of powers-of- attorney with respect to such lock boxes or other arrangements from the list of such signatories and holders and otherwise extinguish their signing authority with respect thereto. As of the Effective Date, Sybron shall take such action as may be required to deliver to SDS full authority with respect to such lock boxes or other arrangements. (b) Each of Sybron and SDS hereby grants to the other a limited irrevocable power-of-attorney to endorse, deposit and negotiate all checks, drafts or other forms of payment made in respect of any invoice representing a receivable which: (i) is payable to either of them or any of their subsidiaries but which is sent by the payor to a lock box maintained by the other ("Misdirected Payments") or (ii) is made payable to either of them or any of their subsidiaries but which is the payment of a receivable of the other or one of the other's subsidiaries ("Mispayee Items"). 7 <PAGE> 8 Sybron and SDS shall develop procedures reasonably satisfactory to them whereby they reconcile Misdirected Payments and Mispayee Items weekly and make appropriate and timely payments to each other in respect thereof. 4.6.
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Depository Arrangements. (a) The Borrower will, as soon as practicable, but in any event no later than November 7, 1997, either replace any existing depository, collection or lock box account maintained with a financial institution other than the Agent with the Blocked Account (as defined below) or direct all account debtors and obligors to make all payments directly to the Blocked Accont. Until the replacement of each such account has been completed, the Borrower shall cause to remain in full force and effect, separate agency account agreements (the "Agency Agreements") in form and substance satisfactory to the Agent among the Borrower, each such institution and the Agent, pursuant to which all collected funds in the respective depository, collection or lock box account shall be transferred to the Agent on a daily basis for deposit in the Blocked Account (except for the account(s) maintained with The Bank of Nova Scotia from which collected funds shall be transferred to the Blocked Account at least twice a month). (b) The Borrower will at all times (i) maintain with the Agent at the Agent's Head Office and under the control of the Agent, as contemplated by the terms of the lock box agreement and blocked account agreement, each between the Borrower and the Agent, a lock box and blocked account arrangement (the "Blocked Account") and (ii) except for, prior to the delivery of direction by the Borrower to all account debtors and obligors as contemplated by clause (a) above, direct all of its account debtors with respect to all of its Accounts Receivable, chattel paper and general intangibles and obligors on instruments for which the Borrower is an obligee pursuant to a notification letter or statement on the invoice of the Borrower delivered to such account debtors and obligors in form and substance satisfactory to the Agent, that all amounts in respect of such Accounts Receivable, chattel paper, general intangibles or instruments due or to become due to the Borrower are to be paid directly to the Blocked Account. (c) In the event that, notwithstanding the issuance of such notification letters or statement on any invoice of the Borrower and compliance by the Borrower with the provisions of o9.14(b), the Borrower receives any cash, checks or other payments or proceeds of Collateral, the Borrower shall, immediately upon receipt thereof, in the identical form received, cause such cash, checks and other payments and proceeds (except for any endorsements thereon which may be required by t...
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Depository Arrangements. 3.3.1. THE BORROWERS' DEPOSITORY ARRANGEMENTS.................... 3.3.2. CML'S DEPOSITORY ARRANGEMENTS............................. 3.3.3. THE OTHER GUARANTORS' DEPOSITORY ARRANGEMENTS............. 3.3.4. FEES AND EXPENSES; APPLICATION OF PAYMENT................. 3.4.
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Depository Arrangements. (a) The parties acknowledge and agree that, on the Effective Date, the full amount of the Effective Date Proceeds payable by the Purchaser to Shareholders under Section 2.4 hereof and the full amount of the Cash Hold Back payable to the Purchaser, the Company or the Purchaser and the Company pursuant to one of Sections 2.4(a)(ii) or (iii), as the case may be, shall be paid to the Depository and, thereafter, the Effective Date Proceeds will be available for immediate distribution to the Shareholders and the Cash Hold Back will be available for payment to the Purchaser, the Company or the Purchaser and the Company, as the case may be, as soon as practicable after the Post Effective Date Adjustment Date, each in accordance with the Plan of Arrangement.
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Depository Arrangements 
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Related to Depository Arrangements

  • Custody Arrangements The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day provide the Adviser and the Trust’s custodian such information as the Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Subadviser Assets. The Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions.

  • FOREIGN CUSTODY ARRANGEMENTS The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Portfolios with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, on behalf of each applicable Portfolio, to open an account, and to place and maintain Foreign Assets, for the Portfolio in each applicable Covered Foreign Country. The Fund, on behalf of the Portfolios, shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Portfolio for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Portfolio for the Covered Foreign Country.

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Brokerage Arrangements The Purchaser has not entered (directly or indirectly) into any agreement with any Person that would obligate the Seller or any of their Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement, or the transactions contemplated hereby.

  • Cash Management Arrangements Borrower shall cause all Rents to be transmitted directly by tenants of the Property into an Eligible Account (the “Clearing Account”) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the “Clearing Bank”) as more fully described in the Clearing Account Agreement. A form of tenant direction letter for such purpose is attached hereto as Schedule 1. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into Borrower’s operating account at the Clearing Bank, unless a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the “Deposit Account”) and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender’s discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

  • Intercompany Arrangements Other than the Transaction Documents and the Contracts contemplated thereby, Section 3.16 of the Seller Disclosure Schedules lists all Contracts between or among Seller and/or its Affiliates with respect to the conduct of the Business or by which any of the Purchased Assets are bound.

  • Purchase Arrangements Section 1.1 Section 1.2 Section 1.3 Section 1.4 Purchase Facility. Increases. Decreases. . Payment Requirements.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Cash Management System Each Borrower shall, and shall cause its Subsidiaries to, establish and maintain the Cash Management Systems described below:

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

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