Proceeds Account Sample Clauses
A Proceeds Account clause establishes a designated account where all funds generated from specific transactions, such as the sale of collateral or financed assets, must be deposited. Typically, this account is controlled by the lender or secured party, ensuring that any proceeds are collected and managed according to the terms of the agreement. By centralizing the handling of proceeds, this clause helps protect the lender’s interests, facilitates repayment, and prevents the borrower from diverting funds, thereby reducing the risk of loss.
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Proceeds Account. The Proceeds Account shall be established by the Escrow Bank at its branch in the name of the SPC.
A. Deposits into the Proceeds Account
i. The Escrow Bank shall in accordance with Section 3.1 of this Agreement, immediately on such deposit, transfer monies deposited in the Receivables Account, into the Proceeds Account.
B. Withdrawals from the Proceeds Account
(a) As long as there is no Event of Default, on any date, the Escrow Bank shall withdraw amounts deposited in the Proceeds Account only towards the following purposes and in the following order of priority (hereinafter the “Priority Cash-flow Application”):
i. to pay amounts into the Statutory Dues Account such that by no later than the last day of any Month the amounts so transferred in that Month are equal to the monthly Statutory Dues for the following Month.
ii. to pay amounts into the AUTHORITY Fee & Lease Rent Account such that by no later than the last day of any Month the amounts so transferred in that Month are equal to the monthly AUTHORITY Fee & Lease Rent for the following Month.
iii. to pay amounts other than AUTHORITY Fee, if any, payable by the SPC to AUTHORITY under the Development Agreement, as notified in writing by AUTHORITY to the Escrow Bank.
iv. to pay any and all balance amounts into the Surplus Account.
(b) It is hereby expressly clarified that if, in any Month, the funds available in the Proceeds Account for transfer to any sub-account in accordance with Section 3.2(B)(a) are insufficient to pay the amount required to be paid in each of the sub-accounts in accordance with Section 3.2(B)(a), then the Escrow Bank shall transfer funds to the relevant sub-account in accordance with the Priority Cash-flow Application.
Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated at such time as an Event of Default has occurred and is continuing, the Administrative Agent may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “Proceeds Account”) created and maintained by the Administrative Agent for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as the Administrative Agent may elect to apply such proceeds to the Secured Obligations, and each Grantor agrees that such retention of such proceeds by the Administrative Agent shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by the Administrative Agent, estimate the liquidated amount of any such contingent, unmatured or unliquidated Claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable Law. Each Grantor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, such Grantor shall not have any right of withdrawal with respect to such funds. Accordingly, each Grantor irrevocably waives until the termination of this Agreement in accordance with Section 25 the right to make any withdrawal from the Proceeds Account and the right to instruct the Administrative Agent to honor drafts against the Proceeds Account.
Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated at such time as there may exist an Event of Default, ▇▇▇▇ may, at its election, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non-interest-bearing restricted deposit account (the “Proceeds Account”) created and maintained by ▇▇▇▇ for such purpose until such time as ▇▇▇▇ may elect to apply such proceeds to the Secured Obligations, and the Pledgor agrees that such retention of such proceeds by ▇▇▇▇ shall not be deemed strict foreclosure with respect thereto; (ii) in any manner elected by ▇▇▇▇, estimate the liquidated amount of any such contingent, unmatured or unliquidated claims and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by Applicable Law. The Pledgor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, the Pledgor shall not have any right of withdrawal with respect to such funds. Accordingly, the Pledgor irrevocably waives until the termination of this Agreement in accordance with Section 23 the right to make any withdrawal from the Proceeds Account and the right to instruct ▇▇▇▇ to honor drafts against the Proceeds Account.
Proceeds Account. 9.2.1 The Borrower will open a current account (Kontokorrentkonto) with the Agent at the latest at Financial Close, such account to be pledged by the Borrower pari passu in favour of the Lenders and the Blue Mill Lenders (the “Revenue Account”).
9.2.2 The Revenue Account will be used to collect all revenues and income generated by the Borrower’s business apart from the budgeted Start-up Cash Flows as set out in the Base Case delivered pursuant to Schedule 2 (Conditions for First Drawdown) paragraph 9 and Excess Start-up Cash Flows in an amount of up to EUR 15 million. The Borrower will ensure that all payments to be made by the respective counterparties to any agreement concluded with the Borrower, apart from Shareholder Contributions, are made into the Revenue Account.
9.2.3 The Borrower may elect to open a further account with UniCredit Luxembourg Société Anonyme and/or the Agent in respect of investments which may be made by the Borrower pursuant to Clause 9.2.4 (each an “Investment Account”, together with the Revenue Account, the “Proceeds Account”), such accounts to be pledged by the Borrower pari passu in favour of the Lenders and the Blue Mill Lenders. The Borrower will at its own cost provide the Agent with a legal opinion satisfactory to the Agent and issued by a reputable Luxembourg law firm in respect of, inter alia, the validity and enforceability of such Luxembourg account pledge agreement.
9.2.4 The Borrower may invest the balance standing to the credit of the Revenue Account in Permitted Investments, provided that such Permitted Investments are deposited in the Investment Account and the maturity of such Permitted Investments does not conflict with the anticipated payments to be made by the Borrower pursuant to Clause 9.4.3 (
Proceeds Account. The Mortgages contain an assignment to the Administrative Agent by the Borrower and its Subsidiaries, as applicable, of all Production and Production Proceeds (in each case as defined in the Mortgages). Notwithstanding such assignment, the Borrower or such Subsidiary, as applicable, may, until the Administrative Agent shall give notice to the contrary, as provided in Section 3.1 of the Mortgages, receive such Production and Production Proceeds. Thereafter, all Production and Production Proceeds shall be paid directly into an account of the Borrower maintained with the Administrative Agent (the “Proceeds Account”). The Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties, subject to the prior assignment in favor of the Administrative Agent of such Production and Production Proceeds, a security interest in the Proceeds Account and all proceeds thereof.
Proceeds Account. The Security Documents contain an assignment to the Lender by the Borrower and its Subsidiaries, as applicable, of all production of Hydrocarbons and all proceeds attributable thereto properly allocable to the Mortgaged Properties. Notwithstanding such assignment of production, the Borrower may, until the Lender shall give notice to the contrary, receive such proceeds. Thereafter, all such proceeds from the sale of such production shall be paid directly into an account of the Borrower maintained with the Lender (the "PROCEEDS ACCOUNT"). The Borrower hereby grants to the Lender, subject to the prior assignment in favor of the Lender of such production and its proceeds, a security interest in the Proceeds Account and all proceeds thereof.
Proceeds Account. On receipt, unless the Agent otherwise agrees, the Borrower must deposit, or cause to be deposited, into a Proceeds Account:
(a) all money received by an Obligor from Sales Proceeds or otherwise from the sale of minerals (including copper and silver) extracted or derived from the Project and any other operating revenue received by an Obligor;
(b) net amounts received by an Obligor under or in relation to any Hedging Agreement;
(c) interest on the Project Accounts;
(d) the proceeds of the Loan under this Agreement and the proceeds of loans received under each Other Debt Document;
(e) any liquidated damages payable under or in connection with the Material Contracts;
(f) all GST refunds and input tax credits;
(g) all net proceeds received under any Derivative Transaction entered into in accordance with the Approved Hedging Programme;
(h) any Equity Contribution received by an Obligor;
(i) the proceeds of any insurance (including all business interruption insurance proceeds) in relation to the Project received by an Obligor that have not been used for reinstatement or replacement of the relevant asset to which the insurance proceeds related within 60 days of receipt;
(j) any Final Adjustment Amount and Final Adjustment Interest Amount received by the Borrower under the Sale and Purchase Agreement; and
(k) all other amounts received by an Obligor (or to its order) in connection with the Project or its interest in the Project.
Proceeds Account. (a) No amount may be withdrawn or transferred from the Proceeds Account except:
(i) to make prepayments under paragraphs (b) and (d) below;
(ii) for the withdrawal of interest under paragraph (e) below; or
(iii) with the prior consent of all the Lenders.
(b) The Company may elect at any time and at its option to apply any amount standing to the credit of the Proceeds Account in prepayment and cancellation in accordance with Clause 9.7 (Application of Proceeds), and, in such case, shall irrevocably notify the Facility Agent of the proposed date for prepayment (which must be at least three Business Days after the date of the notice).
(c) Notwithstanding paragraph (b) above, where any amount is credited to the Proceeds Account, the Company shall, within five Business Days of such amount being so credited, elect to apply all of such amount credited in accordance with Clause 9.7 (Application of Proceeds), and shall irrevocably notify the Facility Agent of the proposed date of prepayment (which shall be at least three Business Days after the date of that notice but shall not be later than the last day of the then current Interest Period in relation to the Loan to be prepaid).
(d) For so long as an Acceleration Date has occurred and is continuing the Company irrevocably authorises the Facility Agent to withdraw from the Proceeds Account, at any time, any amount standing to the credit of that account and apply that amount in prepayment and cancellation in accordance with paragraph (d) of Clause 9.7 (Application of Proceeds).
(e) Interest which has accrued on the Proceeds Account may be withdrawn by the Company in accordance with the mandate relating to the Proceeds Account provided that no such withdrawal may be made while an Event of Default is continuing.
Proceeds Account. To the extent that any of the Secured Obligations may be contingent, unmatured or unliquidated (including, without limitation, with respect to undrawn amounts under any Letter of Credit), upon the occurrence and during the continuance of an Event of Default, Secured Party may, at its option, (i) retain the proceeds of any sale, collection, disposition or other realization upon the Collateral (or any portion thereof) in a special purpose non interest-bearing restricted deposit account (the "Proceeds Account") created and maintained by Secured Party for such purpose (which shall constitute a Deposit Account included within the Collateral hereunder) until such time as Secured Party may elect to apply such proceeds to the Secured Obligations, and Debtor agrees that such retention of such proceeds by Secured Party shall not be deemed strict foreclosure with respect thereto; (ii) in any reasonable manner elected by Secured Party, estimate the liquidated amount of any of the Secured Obligations that may be contingent, unmatured or unliquidated and apply the proceeds of the Collateral against such amount; or (iii) otherwise proceed in any manner permitted by applicable laws. Debtor agrees that the Proceeds Account shall be a blocked account and that upon the irrevocable deposit of funds into the Proceeds Account, Debtor shall not have any right of withdrawal with respect to such funds. Accordingly, Debtor irrevocably waives the right to make any withdrawal from the Proceeds Account and the right to instruct Secured Party to honor drafts against the Proceeds Account.
Proceeds Account. Subject to the rights of the First Lien Lender under the First Lien Credit Agreement, the Mortgages contain an assignment to the Administrative Agent by the Borrower and its Subsidiaries, as applicable, of all Production and Production Proceeds (in each case as defined in the Mortgages). Notwithstanding such assignment, the Borrower or such Subsidiary, as applicable, may, until the Administrative Agent shall give notice to the contrary, as provided in Section 3.1 of the Mortgages, receive such Production and Production Proceeds. Thereafter, all Production and Production Proceeds shall be paid directly into an account of the Borrower maintained with the Administrative Agent (the “Proceeds Account”). The Borrower hereby grants to the Administrative Agent for the benefit of the Secured Parties, subject to the prior assignment in favor of the Administrative Agent of such Production and Production Proceeds, a security interest in the Proceeds Account and all proceeds thereof.