Turnover of Accounts Receivable and Cash and Account Balances and Offsets Sample Clauses

Turnover of Accounts Receivable and Cash and Account Balances and Offsets. The Borrower and the Guarantor Parties hereby agree that at the Closing, the Borrower and Guarantor shall assign, transfer, and turn over, or otherwise cause the assignment, transfer, or turnover, to the Lender all of the Borrower's and Guarantor’s cash, account balances, deposits (including security deposits, utility deposits, or otherwise), capital expenditure account balances, accounts receivable and collections thereof, and any other cash proceeds of the Loan Collateral (collectively, the “Accounts Receivable and Cash Proceeds”) or otherwise assign and transfer to the Lender all rights in such accounts containing such cash proceeds. Further, the Borrower and the Guarantor Parties at the Closing shall provide to the Lender a complete accounting of all of the Accounts Receivable and Cash Proceeds, including, but not limited to, the sources of such amounts. The Borrower and the Guarantor Parties hereby agree that the Lender shall have the right to set off and apply to the Obligations the Accounts Receivable and Cash Proceeds, together with any and all balances and deposits of the Borrower or the Guarantor Parties held by the Lender or held in any bank accounts transferred to the Lender. The Borrower and each Guarantor Party hereby irrevocably makes, constitutes, and appoints the Lender (and any of Lender's agents, employees, or representatives) as Borrower's and such Guarantor Party’s true and lawful attorney, with power to sign the name of such Borrower and Guarantor Party, as applicable, and endorse such Borrower’s or Guarantor Party’s name on any accounts receivable collection that may come into the Lender's possession, make, settle, and adjust all claims thereto, and take control, in any manner, of any item of payment or proceeds relating to any Loan Collateral. The appointment of the Lender as the Borrower's and each Guarantor Party’s attorney hereunder, and each and every one of its rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully and finally repaid to the Lender.
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Related to Turnover of Accounts Receivable and Cash and Account Balances and Offsets

  • Indemnification and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or arise out of or are based upon omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus, or any amendment or supplement thereof, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof, or arises out of or is based upon statements in or omissions from that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification of the Trustee (Form T-1) under the 1939 Act of either of the Trustees, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

  • Payments From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

  • Books and Records Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.

  • PAYMENT OF WAGES Wages will be paid weekly by electronic funds transfer (EFT). The employer shall comply with all provisions in relation to the keeping of time and wage records and production of pay slips in accordance with the Industrial Relations Xxx 0000. Each employee is responsible for the accurate and timely completion and provision of time sheets and production records.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Contribution To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

  • Calculations All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

  • Benefits 17.01 The Employer agrees, during the term of the Collective Agreement, to contribute towards the premium coverage of participating eligible employees in the active employ of the Employer under the insurance plans set out below subject to their respective terms and conditions including any enrolment requirements:

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