Related Party Agreements; Intercompany Accounts; Cash Sample Clauses

Related Party Agreements; Intercompany Accounts; Cash. 10 Section 2.05 Resignations; Transfer of Stock Held as Nominee. 12 Section 2.06 Other Ancillary Agreements 13 ARTICLE III THE DISTRIBUTIONS 13 Section 3.01 New Xxxxx Record Date and Distributions Date 13 Section 3.02 The Distributions Agent 13 Section 3.03 Delivery of Distribution Shares and Distribution Cash 13 Section 3.04 The Distributions 13 Section 3.05 Cooperation Prior to the Distributions 14 Section 3.06 Conditions to the Distributions 14 Section 3.07 Waiver of Conditions 14 ARTICLE IV MUTUAL RELEASE; INDEMNIFICATION 15 Section 4.01 Mutual Release. 15 Section 4.02 Indemnification by the Xxxxx Parties 16 Section 4.03 Indemnification by the Xxxxxxx-Xxxxxx Parties 17 Section 4.04 Notice of Claims 17 Section 4.05 Determination of Amount. 17 Section 4.06 Third Person Claims. 18 Section 4.07 Exclusive Remedy 19 Section 4.08 Limitations 19 Section 4.09 Survival of Indemnities 20 Section 4.10 Exclusivity of Tax Allocation Agreement 20 ARTICLE V CERTAIN OTHER MATTERS 20 Section 5.01 Insurance. 20 Section 5.02 Use of Names. 23 Section 5.03 Subsequent Transfers. 24 Section 5.04 Consents 25 Section 5.05 Reporting Cooperation 25 ARTICLE VI ACCESS TO INFORMATION 26 Section 6.01 Provision of Corporate Records 26 Section 6.02 Access to Information. 26 Section 6.03 Production of Witnesses 28 Section 6.04 Retention of Records 28 Section 6.05 Confidentiality 28 ARTICLE VII TERMINATION 29 Section 7.01 Termination 29 Section 7.02 Effect of Termination 29 ARTICLE VIII MISCELLANEOUS 29 Section 8.01 Entire Agreement; Construction 29 Section 8.02 Survival of Agreements 29 Section 8.03 Governing Law 29 Section 8.04 Notices 30 Section 8.05 Expenses 31 Section 8.06 Consent to Jurisdiction 31 Section 8.07 Amendments 32 Section 8.08 Assignment 32 Section 8.09 Captions; Currency 32 Section 8.10 Severability 32 Section 8.11 Parties in Interest 32 Section 8.12 Schedules 33 Section 8.13 Waivers; Remedies 33 Section 8.14 Further Assurances 33 Section 8.15 Counterparts 33 Section 8.16 Performance 33 Section 8.17 Interpretation 33 Section 8.18 Limited Liability 33 Section 8.19 Enforcement 34 Section 8.20 Mutual Drafting 34 SCHEDULES Schedule 1.01(a) Xxxxxxx-Xxxxxx Financial Instruments Schedule 1.01(b) Continuing Agreements Schedule 1.01(c) Xxxxx Financial Instruments Schedule 2.01 Other Transactions Schedule 2.04(c) Cash Schedule 5.01(e) Insurance Premiums SEPARATION AGREEMENT This SEPARATION AGREEMENT (this “Agreement”), dated as of June 19, 2006, is among New Xxxxx Holdings, Inc.,...
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Related Party Agreements; Intercompany Accounts; Cash. (a) Immediately prior to the Distribution Time, all Related Party Agreements shall automatically terminate.
Sample 1

Related to Related Party Agreements; Intercompany Accounts; Cash

  • Intercompany Accounts 39 SECTION 3.31

  • Settlement of Intercompany Accounts Each Intercompany Account outstanding immediately prior to the Effective Time, will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the Ensign Group and the Pennant Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.

  • Control Accounts; Approved Deposit Accounts Each Loan Party shall (i) deposit in an Approved Deposit Account all Cash it receives, (ii) not establish or maintain any Securities Account or Commodities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than an Approved Deposit Account, provided however that notwithstanding the foregoing, each Loan Party may (w) maintain zero-balance accounts for the purpose of managing local disbursements and collections and may maintain payroll, withholding tax and other fiduciary accounts, (x) maintain accounts into which amounts are paid by a governmental entity pursuant to one or more Health Care Laws so long as the amounts on deposit therein are transferred each Business Day to an Approved Deposit Account or any other account permitted to be so utilized under this Section 5.14, (y) maintain other accounts as long as the aggregate monthly average daily balance over the immediately preceding 12-month period for all such Loan Parties in all such other accounts does not exceed $3,000,000 at any time and (z) make pledges or cash deposits permitted by Section 6.02.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Management Accounts The Management Accounts:

  • CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY ACCOUNTS, AND COLLATERAL ACCOUNTS 1. The Custodian shall, from time to time, make such deposits to, or withdrawals from, a Senior Security Account as specified in a Certificate received by the Custodian. Such Certificate shall specify the Series for which such deposit or withdrawal is to be made and the amount of cash and/or the amount and kind of Securities specifically allocated to such Series to be deposited in, or withdrawn from, such Senior Security Account for such Series. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and the number of shares or the principal amount of any particular Securities to be deposited by the Custodian into, or withdrawn from, a Senior Securities Account, the Custodian shall be under no obligation to make any such deposit or withdrawal and shall so notify the Fund.

  • Securities Accounts If a Collateral Account is a securities account, the Financial Institution agrees that:

  • Cash Accounts, Deposits and Money Movements Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.

  • Collateral Accounts Evidence that the Collateral Accounts have been established;

  • Deposit Account Control Agreements the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for an Obligor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

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