European Cash Management Sample Clauses

European Cash Management. European Borrower shall, and Innovations shall cause each other European Credit Party (other than Inverness Japan) to, establish and maintain the Cash Management Systems described below: (a) On or before the Closing Date and until the Termination Date, European Credit Parties shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to their operating accounts (each, a “European Operating Account” and collectively, “European Operating Accounts”) with each of their relationship banks identified in Disclosure Schedule (3.19) (each, a “European Relationship Bank”), and (ii) deposit and cause its Subsidiaries to deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all cash, checks, drafts or other similar items of payment relating to or constituting payments made in respect of any and all Collateral into one or more European Operating Accounts. (b) On or before the Closing Date (or such later date as Agent shall consent to in writing, or as provided in Section 5.13(c) and (d)), European Credit Parties shall have caused each European Relationship Bank, to have entered into a blocked account agreement with Agent, for the benefit of itself and Lenders, in form and substance reasonably acceptable to Agent, which shall become operative on or prior to the Closing Date. Each such blocked account agreement shall provide, among other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable European Operating Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, and (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment (it being understood that it shall be sufficient for each European Credit Party to comply with this subclause (b) to notify its European Relationship Banks of the security in favor of Agent over the respective European Operating Accounts and to receive in response an acknowledgment of such notice from the European Relationship Banks and deliver a copy of such acknowledgment to Agent). (c) So long as no Default or Event of Default has occurred and is continuin...

European Cash Management. (a) Each European Loan Party will ensure that all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables owing to such European Loan Party are deposited (whether directly or indirectly) into Collection Accounts only containing payments owing to such European Loan Party, in a manner that is reasonably satisfactory to the Administrative Agent. (b) The Administrative Agent shall be given sufficient access to the Collection Accounts to ensure that the Administrative Agent shall be able to apply funds credited to any Collection Account in its sole discretion during a Cash Dominion Period pursuant to Section 2.10(b) hereof. (c) Each European Loan Party shall ensure that each Collection Account is subject to a Deposit Account Control Agreement or any other arrangement (including, but not limited to, a notice and acknowledgment arrangement) with similar effect, which, with respect to any Collection Account of any U.K. Loan Party, shall ensure that such Collection Accounts are blocked and under the sole control of the Administrative Agent.