Liquidation and Covenants Sample Clauses

Liquidation and Covenants. Deposit Accounts are to be redeemed as promptly as practicable and the cash received for such redemptions credited to the identified account automatically whenever such cash is needed for other uses to cover outstanding and unpaid checks drawn on the identified account or to cover cash management fees and expense reimbursements charged to the identified account as described below. Customer agrees that it will not draw checks on the identified account in a fashion that will create an overdraft that will be used for the purpose of buying, carrying, or trading in securities, or buying or carrying any part of an investment contract security or obtaining such overdraft to repay debt incurred for such purposes. Customer understands that the Bank shall immediately obtain a security interest in the Deposit Accounts upon the occurrence of and to the extent necessary to cover the amount of any overdraft incurred in the identified account for such period of time as said overdraft remains outstanding. The Bank, in its sole discretion, alternatively may withhold from payment any outstanding and unpaid check drawn on the identified account until funds sufficient to cover such outstanding and unpaid check have been credited to the identified account as a result of cash received from withdrawals from Deposit Accounts. Upon revocation or termination of this Service, all Deposit Accounts then held shall be promptly redeemed for cash and the proceeds delivered to the identified account or Customer after payment of fees and outstanding checks.
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Related to Liquidation and Covenants

  • Liquidation and Termination On dissolution of the Company, the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; (d) the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to the Company; (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party; (f) the liquidator shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; (g) the liquidator shall distribute all remaining assets of the Company by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

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