Subsidiary Cash. Company shall cause its Subsidiaries to transfer to Company any Cash or Cash Equivalents held by its Subsidiaries to the extent that the Subsidiaries, when taken as a whole, have Cash and Cash Equivalents in an aggregate amount in excess of $2,000,000 ("MAXIMUM CASH BALANCE"); provided, that, to the extent the Maximum Cash Balance exceeds $2,000,000 at any time, all amounts in excess of the Maximum Cash Balance shall be transferred to Company if the aggregate amount of Cash and Cash Equivalents described above still exceed the Maximum Cash Balance at the close of business on the second Business Day following the date that the Maximum Cash Balance was initially exceeded; provided further that Company shall not permit the Maximum Cash Balance to be exceeded more often than 3 times per calendar month.
Subsidiary Cash. Maintain cash and cash equivalents with or at Borrower's Subsidiaries (measured on a consolidated basis) in an aggregate amount in excess of Five Million Dollars ($5,000,000) at any time.
Subsidiary Cash. Permit any Subsidiary of the Parent that is not a Borrower to keep cash on hand in excess of the amount required to fund such Subsidiary's normal operations for a two week period (such amount of cash, its "Cash Operating Requirement").
Subsidiary Cash. Borrower’s Subsidiaries (which are not a Borrower) acquire, receive, own or hold cash or Cash Equivalents in an aggregate amount (for all such Subsidiaries together) of greater than Three Million Dollars ($3,000,000.00) at any time.
Subsidiary Cash. At any time the Borrower's Subsidiaries (excluding HVVR, LLC) holds cash in excess of $150,000 in the aggregate (excluding any cash such Subsidiaries must maintain in a Value Added Tax Account or similar account under applicable law, not to exceed $150,000 in the aggregate), such excess funds shall be immediately transferred to the Trust Account. The Borrower and its Subsidiaries shall not open any new bank accounts (other than accounts previously disclosed to the Bank in writing prior to the date hereof) without the consent of the Bank.
Subsidiary Cash. (a) If (i) on the last day of any Fiscal Quarter, the Cash Balances of the Wholly-Owned Foreign Subsidiaries that are Xerox Group Companies taken as a whole exceed their aggregate Ordinary Course Needs (such excess, "Excess Foreign Cash") or (ii) any Wholly-Owned Foreign Subsidiary receives Net Proceeds of an Included Asset Transfer, or XCE or any Foreign Subsidiary that is a Finance SPE receives Net Proceeds of an issuance of Covered Capital Markets Debt or an Equity Issuance permitted pursuant to Section 6.01(b)(ii), which in each case is not an Excepted Transaction ("Foreign Net Cash Proceeds"), then Xerox shall as promptly as practicable cause an amount equal to such Excess Foreign Cash (net of any Taxes described below) or the Applicable Percentage of Foreign Net Cash Proceeds effectively to be transferred directly or indirectly to Xerox (and, in the case of any Foreign Net Cash Proceeds, applied as provided in Section 2.10), provided that, except with respect to any Planned Qualified Receivables Transaction of a type described in clause (a) of the definition thereof consummated prior to the payment in full of the Tranche C Term Loans or the issuance of any Covered Capital Markets Debt by XCE or any Foreign Subsidiary that is a Finance SPE, (A) such transfer or application shall not be required to the extent that (1) it cannot be made in a tax efficient manner (as determined under Section 5.12(b)) or (2) such transfer or application would violate any applicable contracts in effect as of the date of this Agreement or otherwise permitted by Section 6.10 or would violate Applicable Law or if Applicable Law would require minority shareholder approval, a valuation or a discretionary order or would, in the good faith determination of Xerox or a majority of the Board of Directors of such Foreign Subsidiary, involve a reasonable likelihood of there being a breach of fiduciary duties by the directors of such Foreign Subsidiary and (B) it is understood and agreed that (1) Xerox may subsequently re-transfer any such Excess Foreign Cash to any Foreign Subsidiary, as provided in Section 6.04 and (2) in connection with managing transfers of Excess Foreign Cash pursuant to this Section 5.12 and making loans, investments and other advances to Foreign Subsidiaries permitted by Section 6.04, Xerox may cause Excess Foreign Cash to be transferred among Foreign Subsidiaries, rather than transferred to it, in lieu of loans, investments or other advances it would otherwise ...
Subsidiary Cash. In addition to the cash payable pursuant to Section 2.2(a) above, on the Closing Date, Buyer will pay to the Seller an aggregate amount in cash equal to Ninety Thousand Dollars ($90,000), Sixty Seven Thousand Five Hundred Dollars ($67,500) of which shall be deposited by Seller into the operating account of Operating Hydro to be used for working capital and general corporate purposes of Operating Hydro. On each of the next five monthly anniversaries of the Closing Date, Investor shall pay to Buyer Twenty Two Thousand Five Hundred Dollars ($22,500). Within [ ] calendar days following the Closing Date, Buyer will pay to the Seller an additional aggregate amount in cash equal to Sixty Thousand Dollars ($60,000), which shall be deposited by Seller into the operating account of Operating Hydro to be used for working capital and general corporate purposes of Operating Hydro. All amounts payable pursuant to this Section 2.2(b) shall be
(i) made by wire transfer of immediately available funds to an account(s) designated by Seller and (ii) funded by Investor, in return for which the Buyer shall issue to Investor a convertible promissory note in the form of Exhibit E.
Subsidiary Cash. Maintain cash and cash equivalents with or at Borrower's Subsidiaries (measured on a consolidated basis) in an aggregate amount in excess of Five Million Dollars ($5,000,000) at any time, provided that Borrower may downstream funds to Chess for the purpose of allowing Chess to purchase tendered shares of Rogue Wave.
22. A new Section 8.10 is hereby added to the Agreement to read as follows:
Subsidiary Cash. Section 7.11 of the Loan Agreement hereby is amended and restated in its entirety to read as follows:
Subsidiary Cash. Permit its Subsidiaries to have, in the aggregate, more than Three Hundred Fifty Thousand Dollars ($350,000) in cash and Cash Equivalents at any time for a period of more than ten (10) consecutive Business Days with any such excess being immediately transferred back to Borrower.”
2.7 Section 13 (Definitions). The following defined term set forth in Section 13.1 of the Loan Agreement hereby is amended and restated in its entirety to read as follows: “Account Advance Maturity Date” is September 27, 2017.
2.8 Section 13 (Definitions). The following sentence hereby is added to the end of the defined term “Eligible Accounts” in Section 13.1 of the Loan Agreement, as follows: “Notwithstanding the foregoing, to the extent Borrower’s liabilities to Account Debtors for co-operative or volume incentive rebates exceed ten percent (10%) of Borrower’s total Accounts receivable, individual Accounts, that are otherwise “Eligible Accounts”, shall be offset by such liabilities that exceed ten percent (10%) of the Accounts receivable balance for the applicable Account Debtor.”
