Working Capital Account Sample Clauses
The Working Capital Account clause defines how the working capital of a business is calculated, tracked, and adjusted during a transaction, such as a merger or acquisition. It typically outlines the method for determining the target working capital, the process for post-closing adjustments, and the treatment of specific assets and liabilities included in the calculation. This clause ensures that both parties have a clear and agreed-upon method for handling short-term financial resources, thereby preventing disputes over the value transferred and ensuring a fair allocation of working capital at closing.
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Working Capital Account. Promptly upon Tenant's receipt, copies of the monthly bank statements for the (i) working capital accounts, and (ii) unconditional line(s) of credit from Working Capital Lender(s) designated for the sole use of Tenant in connection with the Nursing Homes located at the Premises and the Greenfield Premises, which items are used to satisfy the working capital requirements with respect to the NHI Indebtedness; and
Working Capital Account. (a) Simultaneously herewith, each Operating Company has established a Working Capital Account with Working Capital Bank. The Working Capital Account shall be in the name of, and under the sole dominion and control of, Collateral Agent (which may be exercised through Servicer); provided, however, that so long as an Event of Default has not occurred and is continuing, Operating Company (or Manager, on behalf of Operating Company) may make withdrawals from the applicable Working Capital Account at any time and from time to time to fund the ordinary-course working capital needs of such Operating Company. Each Operating Company may deposit into the applicable Working Capital Account from time to time during any Excess Cash Flow Period cash to be reserved on account of its anticipated, ordinary course working capital needs, provided that (i) the aggregate amount of cash that may be deposited by all Operating Companies into the Working Capital Accounts during any Excess Cash Flow Period shall not exceed $20,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof) and (ii) immediately after giving effect to any such deposit into any Working Capital Account, the aggregate balance in all Working Capital Accounts shall not exceed $50,000,000 (which amount shall be reduced proportionally, following the sale of any Individual Property, based on the Allocated Loan Amount of the Individual Property sold and the Allocated Loan Amounts of all of the Properties, in each case as of the date hereof).
(b) Pursuant to the Working Capital Account Agreement, Operating Company has granted to Borrower a first priority security interest in and to all right, title and interest of Operating Company in the Working Capital Account and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located), and Borrower has granted to Collateral Agent (for the benefit of Lender) a first priority security interest in and to all right, title and interest of Borrower in the Working Capital Accounts and all deposits at any time contained therein and the proceeds thereof (whether now owned or existing or hereafter acquired or arising and regardless of where located). Borrower will cause Operating Com...
Working Capital Account. 3.1 Definition: The Working Capital Account is a money deposit/Expenditures clearing account to be used for payment of Expenditures. The amount of the Working Capital Account shall be calculated based upon 9.6 percent of Departments’ annual Expenditures during the preceding calendar year, except for the Department of Corrections and Rehabilitation and the Department of Developmental Services, which shall be equal to 16.7 percent of its Expenditures during the preceding calendar year. These calculations are referred to as the Schedule.
Working Capital Account withdrawals
19.4.1 to pay any amount in or towards payment of any instalments of interest or principal in respect of the Loans or any other amounts then payable pursuant to the Finance Documents;
19.4.2 to make advances by way of Intra-Group Loans;
19.4.3 to finance Core Activities; and
19.4.4 to assist a Purchase Option Subsidiary in financing the purchase of a Purchase Option Ship in accordance with clause 23.43.1 (Purchase Option Subsidiaries).
Working Capital Account. Borrower had heretofore deposited from money received from the Reserve Account the sum of ONE HUNDRED FIFTY THOUSAND AND NO/100THS ($150,000.00) DOLLARS into a separate segregated account for the exclusive use and benefit of the Premises known as the "Working Capital Account." As long as Lender does not send to Borrower a Notice of Default, Borrower shall have the right to maintain the Account and use the money in the Account and all interest earned thereon to pay for (i) unforeseen expenses and capital expenditures not anticipated or approved in the to be approved annual Approved Budget mentioned in Paragraph 10 hereof; and (ii) tenant improvement costs of under $20,000.00 and any other expenses or capital expenditures (each of which capital expenditures shall not exceed $25,000.00) which are incurred pursuant to or in accordance with the Approved Budget. Borrower shall report all money received and expended from the Working Capital Account as part of the reporting statements to be delivered by Borrower to Lender as more particularly provided in the Notes and Mortgage Modification Agreement. To the extent that payment was made out of the Working Capital Account for an expenditure that has been approved by Lender in writing (which approval shall not be unreasonably withheld or denied or which expenditure is of a nature described in (ii) above, Borrower shall have the right to deduct the amount of such payment from the amount of Available Cash Flow that would otherwise be deposited in the Reserve Account and deposit such amount in the Working Capital Account. If Borrower shall default in its obligations under the Loan Documents or under this Agreement and such default continue uncured beyond the applicable cure period (if any), Borrower shall, upon written notice of default sent by Lender to Borrower (the "Notice of Default"), immediately transmit all funds remaining in the Working Capital Account into the Reserve Account, which funds shall be used for the purposes contained in the Reserve Account.
Working Capital Account. Upon the Board request and in proportion to the above stated percentages, each Party shall, from time to time, contribute to the Joint Venture working capital account. Should a Party not be in a financial position to contribute in its proportionate share, the defaulting Party will see its shareholding be reduced to the benefit of the other contributing shareholder.
Working Capital Account. Funds deposited into the Working Capital Account may be used by Borrower to pay for working capital expenses as requested to Lender periodically. All requests by Borrower for the disbursement of funds from the Working Capital Account for working capital purposes must be accompanied by a written request for funds and a detailed breakdown of the business expenses to be paid from funds to be drawn. All draws will be subject to the prior approval of Lender.
Working Capital Account. On or prior to the Closing Date, the Accounts Agent shall establish and maintain a segregated trust account no. 61186-5, in the name of the Trustee in its trust capacity and entitled "Working Capital Account" (the "Working Capital Account"). The Working Capital Account shall be funded with all amounts released from the Collections Account in accordance with clause (ix) of Section 502(b). In addition, any amounts remaining after application of the proceeds from sale of the Notes will be transferred to the Working Capital Account. Subject to Section 3(d)(v) of the Assignment and Security Agreement, any amounts held in the Working Capital Account may be used by the Issuer pursuant to an Issuer Request to the Trustee at least three Business Days prior to the requested fund transfer date, for working capital or other purposes, including for distribution to its Members. So long as no Event of Default has occurred and is continuing, the Trustee shall not issue instructions or orders with respect to the Working Capital Account and any funds held therein which are contrary to those issued by the Issuer pursuant to an Issuer Request with respect to the Working Capital Account and any funds held therein.
Working Capital Account. Landlord shall close the Working Capital ----------------------- Account that was established under the Second Amendment to Lease Agreement and return any funds contained in the account to Tenant.
Working Capital Account. On December 31st of each year, commencing on December 31, 2023, Borrower shall cause to have on deposit in the Working Capital Account a balance of at least $20,000,000 from Project Revenues pursuant to Section 2.7(b)(iii) hereof. Funds deposited in the Working Capital Account are to be applied, at the request of Borrower to Lender, and L▇▇▇▇▇’s approval therein shall not be unreasonably withheld, for normal and customary costs, expenses and other purposes during and after the course of construction of the Project, and, although a working capital test is required annually starting in 2023, there is no requirement that the initial Working Capital funds deposited at Closing remain in the account to meet the annual requirements detailed herein. Upon the initial five-year extension of the P66 Agreement, Lender will review the forgoing requirement and determine in good faith if it should continue to be in effect or if it can be continued at a reduced level. In addition to all other rights and remedies hereunder, upon the occurrence and continuation of an Event of Default, all funds in the Working Capital Account shall be available to Lender to pay interest and principal due on the Loan.