Transfers to and from the Private Owner Pledged Account; Control; Conflicting Orders or Instructions Sample Clauses

Transfers to and from the Private Owner Pledged Account; Control; Conflicting Orders or Instructions. (a) The Private Owner Pledged Account is to be funded pursuant to the terms of the Custodial and Paying Agency Agreement and the LLC Operating Agreement. The parties agree that all amounts received by the Bank for credit to the Private Owner Pledged Account are, except as provided below, to be used for the purposes set forth in the Custodial and Paying Agency Agreement and the LLC Operating Agreement. The Bank agrees that if at any time it receives any order from the Initial Member (i) directing disposition of funds in the Private Owner Pledged Account or (ii) directing transfer or redemption of the financial assets relating to the Private Owner Pledged Account, the Bank will comply with such entitlement order or instruction without further consent by the Private Owner or any other Person. The Bank will not (I) except as expressly permitted below with respect to Permitted Investments, act on any instruction or entitlement order of the Private Owner or any other Person (other than the Initial Member) without the prior written consent of the Initial Member, or (II) cause or permit withdrawals from the Private Owner Pledged Account in any manner not approved by the Initial Member in writing. The Private Owner may direct the Bank to cause funds in the Private Owner Pledged Account to be invested in Permitted Investments (which will remain in and be credited to the Private Owner Pledged Account) pursuant to the Custodial and Paying Agency Agreement (but may not request any transfers or withdrawals from the Private Owner Pledged Account, including in connection with or as a result of such Permitted Investments, it being understood that any such withdrawals, including as may be permitted pursuant to the Custodial and Paying Agency Agreement, are to be pursuant to instructions by, or with the written consent of, the Initial Member); provided, however, that, from and after receipt by the Bank of a written notice from the Initial Member that an Event of Default has occurred and is continuing (a “Notice of Event of Default”), the Bank will cease to comply with any such instructions or entitlement orders from the Private Owner with respect to Permitted Investments and will comply exclusively with the Initial Member’s instructions and entitlement orders concerning the investment and disposition of funds and financial assets in the Private Owner Pledged Account without further consent of the Company.
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Related to Transfers to and from the Private Owner Pledged Account; Control; Conflicting Orders or Instructions

  • Definitions For purposes of this Agreement:

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • General All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • NOW, THEREFORE the parties hereto agree as follows:

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