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. (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.
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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. 17.1.1 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. 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 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 consxxx dated 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 
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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.

  • Escrow Arrangements Pursuant to the Escrow Agreement to be entered into among Millxx, xxe Company, Buyer and the Escrow Agent, the portion of the Remaining Purchase Price specified in SECTION 2.6(c) shall be delivered to the Escrow Agent at Closing in immediately available funds. Such monies (which, together with all interest accrued thereon, is hereinafter referred to as the "ESCROW SUM") shall be held pursuant to the terms of the Escrow Agreement for payment from such Escrow Sum of the amounts, if any, owing by the Company and/or Millxx xx Buyer pursuant to the indemnification provisions of ARTICLE VIII below. At the conclusion of the period ending ten days after completion of the Post Closing AA Review and the resolution of any disputes therein pursuant to SECTION 2.9 below, the Escrow Sum shall be reduced to an amount equal to the sum of $1,000,000 in cash, plus the amount, if any, reserved, but not then paid or resolved, pursuant to claims made against the Escrow Sum by Buyer pursuant to the Escrow Agreement and this Agreement (such amount of reduction in the Escrow Sum being referred to as the "ESCROW SUM REDUCTION") and (ii) on April 17, 2000 (such period being referred to herein as the "ESCROW PERIOD"), such remaining portion of the Escrow Sum not theretofore claimed by or paid to Buyer in accordance with the terms of Escrow Agreement and this Agreement (together with any interest on such remaining portion of the Escrow Sum) shall be disbursed to the Company or Millxx. Xxe Company, Millxx xxx Buyer agree that each will execute and deliver such reasonable instruments and documents as are furnished by any other party to enable such furnishing party to receive all disbursements pursuant to the Escrow Sum Reduction or at the expiration of the Escrow Period which the furnishing party is entitled under the provisions of the Escrow Agreement and this Agreement.

  • Brokerage Arrangements Neither of the Sellers has entered (directly or indirectly) into any Contract with any Person that would require the payment of a commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby for which Buyer would be responsible.

  • Financial Security Arrangements At least 20 Business Days prior to the commencement of the design, procurement, installation, or construction of a discrete portion of the Connecting Transmission Owner’s Interconnection Facilities and Upgrades, the Interconnection Customer shall provide the Connecting Transmission Owner, at the Interconnection Customer’s option, a guarantee, a surety bond, letter of credit or other form of security that is reasonably acceptable to the Connecting Transmission Owner and is consistent with the Uniform Commercial Code of the jurisdiction where the Point of Interconnection is located. Such security for payment shall be in an amount sufficient to cover the costs for constructing, designing, procuring, and installing the applicable portion of the Connecting Transmission Owner’s Interconnection Facilities and Upgrades and shall be reduced on a dollar-for-dollar basis for payments made to the Connecting Transmission Owner under this Agreement during its term. The Connecting Transmission Owner may draw on any such security to the extent that the Interconnection Customer fails to make any payments due under this Agreement. In addition: 6.3.1 The guarantee must be made by an entity that meets the creditworthiness requirements of the Connecting Transmission Owner, and contain terms and conditions that guarantee payment of any amount that may be due from the Interconnection Customer, up to an agreed-to maximum amount. 6.3.2 The letter of credit or surety bond must be issued by a financial institution or insurer reasonably acceptable to the Connecting Transmission Owner and must specify a reasonable expiration date. 6.3.3 Notwithstanding the above, Security posted for System Upgrade Facilities for a Small Generating Facility required to enter the Class Year process, or cash or Security provided for System Deliverability Upgrades, shall meet the requirements for Security contained in Attachment S to the ISO OATT.

  • 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.

  • Implementation Arrangements Institutional Arrangements

  • Intercompany Arrangements (a) Except as set forth in Section 5.5(a) of the Seller Disclosure Schedules and except for this Agreement and the Ancillary Agreements, and the agreements specifically referred to therein as remaining outstanding after the Closing, all intercompany and intracompany accounts, indebtedness, transactions or Contracts between the Companies and their respective Subsidiaries, on the one hand, and the Seller and its Affiliates (other than the Companies and their respective Subsidiaries or with respect to the TS Business), on the other hand, shall be cancelled, settled, offset, capitalized or otherwise eliminated prior to the determination of Indebtedness for purposes of calculating the Cash Purchase Price, without any consideration or further liability to any party and without the need for any further documentation, prior to the Closing. (b) The Parties recognize and acknowledge that the Enterprise-Wide Contracts set forth in Section 5.5(b) of the Seller Disclosure Schedules relate to both the TS Business and the Retained Business. All Enterprise-Wide Contracts shall be retained by the Seller. Following the date hereof, to the extent requested by the Buyer, the Seller and the Buyer shall use reasonable best efforts to negotiate a new Contract for the benefit of the Buyer and its Affiliates (including the Companies and their Subsidiaries) with respect to the matters covered by such Enterprise-Wide Contracts. The terms and conditions of any Contract or arrangement applicable to the TS Business entered into pursuant to this Section 5.5(b) shall be reasonably acceptable to the Buyer. For the avoidance of doubt, the Seller shall be under no obligation to obtain alternative Contracts with an equivalent level of pricing or other terms as provided in the Enterprise-Wide Contract sought to be obtained for the benefit of the Buyer. In the event that the Parties are not able to obtain any such new Contract, then the Parties shall use reasonable best efforts to cause the Transition Services Agreement to include, as a Service (as defined in the Transition Services Agreement), for such time as is reasonably necessary for the TS Business to obtain a new Contract covering such products and services, which period shall be set forth in the Transition Services Agreement, either (x) the products and services provided under such Contract or (y) reasonable alternative arrangements which permit the Buyer to continue operating the TS Business in substantially the same manner as currently conducted. The Buyer shall bear all costs and expenses incurred with Persons (other than the Seller or any of its Affiliates) that are parties to Enterprise-Wide Contracts with respect to any such efforts described in this Section 5.5(b). (c) From and after the Closing, if either Party receives any (a) funds or any other assets intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such funds or other assets to, the other Party (and, for the avoidance of doubt, the Parties acknowledge and agree that there is no right of offset with respect to such funds or other assets, whether in connection with a dispute under this Agreement or any of the Ancillary Agreements or otherwise) or (b) mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of the other Party pursuant to the terms of this Agreement or any of the Ancillary Agreements, the receiving Party shall promptly (i) notify and (ii) forward such mail, packages, transmission, order, invoice, request or other document to, the other Party.

  • Security Arrangements Infrastructure security of electric system equipment and operations and control hardware and software is essential to ensure day-to-day reliability and operational security. FERC expects the NYISO, the Connecting Transmission Owner, Market Participants, and Interconnection Customers interconnected to electric systems to comply with the recommendations offered by the President’s Critical Infrastructure Protection Board and, eventually, best practice recommendations from the electric reliability authority. All public utilities are expected to meet basic standards for system infrastructure and operational security, including physical, operational, and cyber-security practices.

  • Purchase Arrangements 1. Within 10 working days after this agreement is signed and becomes effective, Party A shall pay US$ 2.8 million to the overseas account designated by Party B (the specific payment arrangement shall be subject to Clause 1 of Article III) as an advance payment. Both parties agree as follows: (1) Party B shall obtain the sole and exclusive power of attorney from the Subject Company and the shareholders holding 100% of the total shares of the Subject Company for the matters set forth in this agreement; (2) Party A will arrange its staff to survey the land and real estate of the Subject Company. In this regard, Party B and the Subject Company shall give full cooperation and assistance, and authorize or appoint responsible personnel to follow up the whole process; (3) Party B shall settle the historical creditor’s rights and debts arising in the book of the Subject Company, and have the additional business items in the Subject Company’s business scope extended, that is, adding “electric bicycle production” or “electric power assisted bicycle production” and “electric motorcycle production (road motor vehicle production) in the permitted items” in the business scope. (4) Party B shall complete the purchase of the shares of the Subject Company no later than May 15, 2021. Where it is approved and confirmed by Party A in writing, it shall not be later than June 15, 2021.

  • 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.

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