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"). 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.
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.
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.
(b) The parties acknowledge and agree that, on the Earn Out Issue Date, a treasury order for issuance of the Earn Out Share Proceeds, if any, shall be delivered by the Purchaser to the Depository; provided, however, that if the Earn Out Purchaser Share Value is less than the Effective Date Purchaser Share Value, then the Purchaser may, in its sole and unreviewable discretion, pay all or any portion of the Earn Out Share Proceeds in cash in lieu of issuing Purchaser Shares. For each Purchaser Share otherwise included in the Earn Out Share Proceeds that the Purchaser elects to pay in cash, the amount of cash payable in respect of such Purchaser Share shall be an amount equal to the Earn Out Purchaser Share Value and shall be paid by the Purchaser to the Depository on the Earn Out Issue Date. Thereafter, the Earn Out Share Proceeds, if any (including the cash portion thereof, if any, that is paid by the Purchaser), will be available for immediate distribution on and after the Earn Out Issue Date to the Shareholders in accordance with the Plan of Arrangement.
(c) The parties acknowledge and agree that, on the First Anniversary of the Effective Date, an amount equal to all amounts of principal and interest payable pursuant to all the Notes on that date, if any, (subject to Aggregate Hold Back Claims, if any), will be paid by the Purchaser to the Depository. Thereafter, such funds will be available for immediate distribution to the Shareholders in accordance with the Plan of Arrangement.
(d) The parties acknowledge and agree that, on the Second Anniversary of the Effective Date, an amount equal to all amounts of principal and interest payable pursuant to all the Notes on that date, if any, (subject to Aggregate Hold ...
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 cons▇▇▇ 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.
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.
Depository Arrangements