Common use of Treasury Matters Clause in Contracts

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. (b) Certain of the Transferred Companies are party to or financially supported by certain letters of credit and guarantees in respect of which a Seller or its Affiliates are subject to continuing obligations (the "Credit Support Documents"), each of which is set forth on Schedule 7.05. The parties shall use their reasonable best efforts to terminate the Credit Support Documents as soon as practicable after the Closing. Buyer shall use its reasonable best efforts to cause the obligations which are secured by the Credit Support Documents to be secured or discharged in such a manner that Sellers or their Affiliates will not be required to make any payments relating to the periods after the Closing under the Credit Support Documents in relation thereto. Should any such payments be required of and paid by a Seller, Buyer shall reimburse such Seller making payment immediately upon demand. The Transferred Companies shall not incur any new obligations secured or supported by the Credit Support Documents after the Closing and Buyer shall cause the Transferred Companies not to incur any such obligations.

Treasury Matters. (a) Sellers shall continue to cause the funding of the Transferred CompaniesSellers' 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 such payable has been properly recorded there is an accrual on the Closing Final Balance Sheet in accordance with the Accounting Principlestherefor. Buyer shall assume all of the bank accounts of Progress as provided in Section 2.01(b) 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 Sellers the Business through the Closing Date Determination Time shall be retained by Sellers notwithstanding that, consistent with past practices, such collections may not be credited to Sellers or their Affiliates affiliates until or after the Closing Date; provided that such amounts retained by Sellers Date and shall not be included in the Closing Balance Sheetconstitute an Excluded Asset. (b) Certain of the Transferred Companies Sellers are party to or financially supported by certain letters of credit and guarantees credit, bonding arrangements and/or guarantees, related to the Business, in respect of which a Seller Sellers or its Affiliates their affiliates are subject to continuing obligations (the "Credit Support Documents"), each of which is set forth on Schedule 7.05. The parties shall use their reasonable best efforts to terminate the Credit Support Documents as soon as practicable after the Closing. Buyer shall use its reasonable best efforts to cause the obligations which are secured by the Credit Support Documents and which relate to Buyer's operation of the Business after the Closing to be secured or discharged in such a manner that Sellers or and their Affiliates affiliates will not be required to make any payments relating to the periods after the Closing under the Credit Support Documents in relation thereto. Should any such payments be required of and paid by a Sellerpaid, Buyer shall reimburse such Seller the party making payment immediately upon demand. The Transferred Companies To the extent Buyer makes any such reimbursement, Buyer will be subrogated to the rights of Sellers in connection with such reimbursements. It is agreed that Buyer shall not have any right to incur any new obligations secured or supported by the Credit Support Documents after the Closing and Buyer shall cause the Transferred Companies not to incur any such obligationsClosing.

Treasury Matters. (a) Sellers JUSI shall continue to cause the funding of the Transferred Companies' Rexair’s checks, in accordance with past practices, which are presented for payment through the day prior to the Closing Date. Sellers JUSI shall have no obligation to fund checks which are presented for payment on and after the Closing Date, provided that such payable has been properly recorded on there is an accrual included in the Estimated Closing Balance Sheet in accordance with the Accounting PrinciplesDate Net Working Capital Statement therefor. Buyer The Surviving Corporation shall assume responsibility for all of the bank accounts of Progress as provided in Section 2.01(b) 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 Sellers the Business through and including the day prior to the Closing Date shall be retained by Sellers JUSI notwithstanding that, consistent with past practices, such collections may not be credited to Sellers JUSI or their Affiliates its affiliates until or after the Closing Date; provided Date (it being understood that such any amounts retained by Sellers shall not be included received in the lockbox and depository accounts of the Business on or after the Closing Balance SheetDate shall be for the Surviving Corporation’s account). (b) Certain of the Transferred Companies are Rexair is party to or financially supported by certain letters of credit and guarantees credit, bonding arrangements and/or guarantees, related to the Business, in respect of which a Seller or its Affiliates Rexair’s affiliates are subject to continuing obligations (the "“Credit Support Documents"”), each of which is set forth . Such Credit Support Documents are listed on Schedule 7.056.14. The parties shall use their commercially reasonable best efforts to terminate the Credit Support Documents that impose obligations on Jacuzzi, JUSI or their affiliates other than the Company and Rexair as soon as practicable after the Closing. Buyer The Surviving Corporation shall use its reasonable best efforts to cause the obligations which are secured by the Credit Support Documents and which relate to the Surviving Corporation’s operation of the Business after the Closing to be secured or discharged in such a manner that Sellers or their Affiliates JUSI and its affiliates will not be required to make any payments relating to the periods after the Closing under the Credit Support Documents in relation thereto. Should any such payments be required of and paid by a Sellerpaid, Buyer the Surviving Corporation shall reimburse such Seller the party making payment immediately upon demand. The Transferred Companies It is understood that Rexair shall not have any right to incur any new obligations secured or supported by the Credit Support Documents after the Closing and Buyer the Surviving Corporation shall cause the Transferred Companies Rexair not to incur any such obligations.