Transfer of Lockbox Account Sample Clauses

Transfer of Lockbox Account. Servicing of Lockbox Account. --------------------------------------------------------- (a) The parties agree that at the Closing the Sellers will transfer control of the Lockbox Account to Buyer. The parties hereto acknowledge that certain of the funds thereafter deposited in the Lockbox Account will be generated from the payment of trade and vendor accounts receivable of the Business that are not Eligible Accounts Receivable or Eligible Vendor Accounts Receivable ("Retained Receivables"). In determining whether or not a payment relates to a Retained Receivable, payments received from a customer on or after the Closing Date will be applied to the unpaid trade or vendor accounts receivable of such customer (other than those with respect to which valid offsets have been claimed by such customer for promotions payable and customary customer cash discounts to the extent of such valid offsets) in the order of the dates of the invoices (i.e., the earliest dated invoices will be deemed to have been paid first). Notwithstanding the immediately preceding sentence, if, without solicitation from the Buyer, a customer designates in writing a different application at the time of payment or submits with a payment a different invoice of such customer, or a different application is clearly established from the timing and amount of a payment, then the application of such payment will be as so designated, or to the trade or vendor accounts receivable evidenced by such different invoice or as so clearly established, as the case may be. Buyer will provide the Sellers with a weekly aging of the Retained Receivables on the last day of each week and will promptly pay to the Seller all amounts received by Buyer in respect of the Retained Receivables. (b) Subject to the Sellers' confidentiality obligations under Section 7.3 of this Agreement, the Sellers and their representatives will have reasonable access from time to time after the Closing to Buyer's books and records relating to the Retained Receivables and Lockbox Account for purposes of verifying the status of the payment or sale of such Retained Receivables. (c) On and after the Closing Date, the Buyer will have the sole irrevocable right and authority to collect, for the Buyer's own account and sole benefit, all monies or credits payable in respect of the Purchased Assets, no matter how or when earned. If any of the Sellers or any affiliate thereof receive any such monies or credit memos, it will hold all such monies or c...

Transfer of Lockbox Account. Lender may assign its rights under this Agreement to the Loan to a third party (an “Assignee”) in connection with an assignment of the loan documents evidencing, securing, or otherwise relating to the Loan (collectively, the “Loan Documents”) and/or the issuance of mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement related to the Loan. Lender will notify the Bank in writing of such assignment (an “Assignment Notice”) within ten (10) business days of such assignment, which notice shall at a minimum notify the Bank of the existence and effective date of such assignment and the identity of the Assignee, and shall give instructions to the Bank regarding any necessary changes to the deposit account titles. Lender may delegate its rights, duties and obligations under this Agreement to a servicer or agent of Lender.

Transfer of Lockbox Account. The Seller shall use good faith efforts to transfer to the Buyer the lockbox account of the Business on the books of the JPMorgan Chase Bank at the Closing.