Treasury Matters. (a) Sellers shall continue to cause the funding of the Sellers' checks, in accordance with past practices, which are presented for payment through the day prior to the Closing Date. Sellers shall have no obligation to fund checks which are presented for payment on and after the Closing Date, provided that there is an accrual on the Final Balance Sheet therefor. Buyer shall assume all of the bank accounts of the Business on the Closing Date and be prepared to fund the above-mentioned checks which are presented for payment on and after the Closing Date. Amounts received in the lockbox and depository accounts of the Business through the Determination Time shall be retained by Sellers notwithstanding that, consistent with past practices, such collections may not be credited to Sellers or their affiliates until or after the Closing Date and shall constitute an Excluded Asset.
Treasury Matters. (a) Sellers shall continue to cause the funding of the Transferred Companies' checks, in accordance with past practices, which are presented for payment through the Closing Date. Sellers shall have no obligation to fund checks which are presented for payment after the Closing Date, provided that such payable has been properly recorded on the Closing Balance Sheet in accordance with the Accounting Principles. Buyer shall assume all of the bank accounts of Progress as provided in Section 2.01(b) on the Closing Date and be prepared to fund the above-mentioned checks which are presented for payment after the Closing Date. Amounts received in the lockbox and depository accounts of Sellers through the Closing Date shall be retained by Sellers notwithstanding that, consistent with past practices, such collections may not be credited to Sellers or their Affiliates until after the Closing Date; provided that such amounts retained by Sellers shall not be included in the Closing Balance Sheet.
Treasury Matters. 6.15 Use of Trade Names and Trademarks.................................. 6.16 D&O Insurance...................................................... 6.17 Callaway Non-Competition Obligations............................... 6.18
Treasury Matters. 45 Section 7.06 Approvals and Consents; Cooperation; Notification........................................ 45 Section 7.07
Treasury Matters. Henkel and Ecolab agree, from the date hereof and prior to Closing, to cause the JV Entities to make available detailed information and documents concerning the treasury function and treasury matters of the JV Entities. Without limiting the generality of the foregoing, such information and documents shall include cash investments, short- and long-term financing arrangements, related party financings, transactional banking structure, derivative positions and investments of benefit plan assets.
Treasury Matters. (a) Sellers shall be obligated to fund all checks, wire transfers or other transfer orders which (A) are outstanding as of the close of business on the day prior to the Closing Date and (B) are presented for payment on and after the Closing Date, except to the extent included as a Liability or otherwise provided for in the calculation of Final Net Worth. Sellers agree to cause the funding of such checks, wire transfers or other transfer orders in accordance with past practices.
Treasury Matters. 7.1(f) Consents and Waivers 8.1(a) Transfer of Certificates for Certain Foreign Shares 9.6 Foreign Subsidiaries Tax Schedule EXHIBITS Exhibit A Form of Bill xx Sale Exhibit B Form of Assumption Agreement Exhibit C Form of Tax Affidavit Exhibit D Tax Sharing Agreement Exhibit E Registration Rights Agreement Exhibit F Form of Opinion of General Counsel of USI Exhibit G Legend for Parent Common Stock STOCK AND ASSET PURCHASE AGREEMENT TABLE OF CONTENTS
Treasury Matters. Seller shall continue to cause the funding of ---------------- the Seller's checks, in accordance with past practices, which are presented for payment through the day prior to the Closing Date. Seller shall retain all of the bank accounts of the Business. Amounts received in the lockbox and depository accounts of the Business through the Determination Time shall be retained by Seller notwithstanding that, consistent with past practices, such collections may not be credited to Seller or its affiliates until or after the Closing Date. Seller shall promptly remit to Buyer any and all payments on accounts receivable received by Seller after the Determination Time.
Treasury Matters. (a) JUSI shall continue to cause the funding of Rexair’s checks, in accordance with past practices, which are presented for payment through the day prior to the Closing Date. JUSI shall have no obligation to fund checks which are presented for payment on and after the Closing Date, provided that there is an accrual included in the Estimated Closing Date Net Working Capital Statement therefor. The Surviving Corporation shall assume responsibility for all of the bank accounts of the Business on the Closing Date and be prepared to fund the above-mentioned checks which are presented for payment on and after the Closing Date. Amounts received in the lockbox and depository accounts of the Business through and including the day prior to the Closing shall be retained by JUSI notwithstanding that, consistent with past practices, such collections may not be credited to JUSI or its affiliates until or after the Closing Date (it being understood that any amounts received in the lockbox and depository accounts of the Business on or after the Closing Date shall be for the Surviving Corporation’s account).
Treasury Matters. On September 4, 2003, the SEC announced that Xxxxxxx, Xxxxx & Co. had settled an administrative proceeding arising from certain trading in U.S. Treasury bonds over an approximately eight-minute period after Xxxxxxx, Sachs & Co. received an October 31, 2001 telephone call from a Washington, D.C.-based political consultant concerning a forthcoming Treasury refunding announcement. Without admitting or denying the allegations, Xxxxxxx, Xxxxx & Co. consented to the entry of an order that, among other things, (i) censured Xxxxxxx, Sachs & Co.; (ii) directed Xxxxxxx, Xxxxx & Co. to cease and desist from committing or causing any violations of Section 15(c)(1)(A) and
