Establishment of Payment Fund Sample Clauses

Establishment of Payment Fund. Immediately prior to the Effective Time, (i) Buyer will cause Transitory Subsidiary transfer to Paying Agent pursuant to a paying agent agreement in form and substance reasonably satisfactory to the Parties, immediately available funds in amounts equal to (A) the Merger Consideration, less the portion thereof to be paid by GCSI pursuant to subclause (B) of this clause (i), and (B) the Additional Merger Consideration as estimated by GCSI, the computation of which has been reported to Buyer in writing at least two (2) business days prior to the Closing, and (ii) GCSI shall transfer to Paying Agent immediately available funds in an amount equal to the aggregate sales prices of the Non-Business Real Estate and the DigiPH Stock (collectively, the “Payment Fund”).
Sample 1
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Establishment of Payment Fund. Immediately prior to the Effective ----------------------------- Time, (1) Buyer will cause Transitory Subsidiary to transfer to Paying Agent, pursuant to a paying agent agreement in form and substance reasonably satisfactory to the Parties, immediately available funds in amounts equal to the Merger Consideration, less the portion thereof to be paid by GCSI pursuant to clause (11) of this Section 2.6(b), and (11) GCSI shall transfer to Paying Agent Immediately available funds in an amount equal to the aggregate sales price of the Non-Business Real Estate and the DigiPH Stock (collectively, the "Payment Fund"). ------------ The Agreement is amended by deleting Section 2.6(d) and inserting the following thereby causing Section 2.6(d) to read in its entirety as follows:
Sample 1
Establishment of Payment Fund. The Payment Fund is hereby established as a separate fund to be held by the Fiscal Agent, to the credit of which deposits shall be made as required by Section 4.02(B). Moneys in the Payment Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, and shall be disbursed as provided in subsection (B) of this Section to pay the principal of, premium, if any, and interest due on the Bonds.
Sample 1
Establishment of Payment Fund. The Trustee shall establish a special trust fund designated as the “City of Tempe Water and Sewer Revenue Obligations Payment Fund” (which shall also be known as the “Payment Fund”). All moneys at any time deposited by the Trustee in the Payment Fund shall be held by the Trustee in trust for the benefit of the Owners of the Senior Obligations. So long as any Senior Obligations are Outstanding, the City shall have no beneficial right or interest in the Payment Fund or the moneys deposited therein, except only as provided in this Trust Agreement, and such moneys shall be used and applied by the Trustee as hereinafter set forth.
Sample 1

Related to Establishment of Payment Fund

  • Investment of Payment Fund The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid as directed by Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.

  • Establishment of Paying Agent Account The Paying Agent shall establish a deposit account (the "PAYING AGENT ACCOUNT") at Wilmington Trust Company in the name of the Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as the paying agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent Account constitute part of the Trust Property.

  • Termination of Payment Fund Any portion of the Payment Fund (including any interest received with respect thereto) that remains undistributed to the holders of Common Shares for one year after the Effective Time shall be delivered to Parent (or its designee), and any holder of Common Shares who has not theretofore complied with this Article II shall thereafter look only to Parent (subject to abandoned property, escheat or other similar Laws) for payment of its claim for Merger Consideration without any interest thereon.

  • Establishment of Collection Account (a) The Servicer, on behalf of the Issuer and the Indenture Trustee, shall establish the Collection Account in the name of the Indenture Trustee for the benefit of the Securityholders. The Collection Account shall be an Eligible Deposit Account initially established with the Indenture Trustee and maintained with the Indenture Trustee. Except as otherwise provided in this Agreement, in the event that the Collection Account maintained with the Indenture Trustee is no longer an Eligible Deposit Account, then the Servicer shall, with the Indenture Trustee’s assistance, as necessary, use reasonable efforts to cause the Collection Account to be moved to an Eligible Institution within thirty days.

  • Establishment of Account (a) The Fund hereby appoints the Custodian as the custodian of all Securities and cash at any time delivered to the Custodian to be held under this Agreement. The Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for each Series in which the Custodian will hold Securities and cash as provided herein. Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name of the Fund and Series, if any.

  • Establishment of Securities Account The Securities Intermediary hereby confirms and agrees that:

  • Establishment of Reserve Account Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain in its corporate trust department, a segregated trust account that is an Eligible Deposit Account and that is a “securities account” as that term is defined in Section 8-501(a) of the UCC in the name of Secured Party and under the sole dominion and control of Secured Party, designated as “Toyota Auto Receivables 20[__]-[_] Owner Trust Reserve Account.” Securities Intermediary hereby undertakes to treat Secured Party as the person entitled to exercise the rights that comprise any Financial Asset credited to the Reserve Account. Secured Party and Pledgor agree that this account shall be the Reserve Account.

  • Establishment of Deposit Account The Financial Institution hereby confirms and agrees that:

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