Securities Accounts (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time).
Accounts means all presently existing and hereafter arising accounts, contract rights, and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing.
Accounts Relief means a Relief, the availability of which has been taken into account as an asset in calculating the Final Closing Date Adjusted Working Capital or in computing, and so reducing, any amount of Tax included within Indebtedness.
Intercompany Accounts has the meaning set forth in Section 2.03(a).
Deposit Accounts means any “deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit.
Accounts Receivable means in respect of any Person, (a) all trade accounts and notes receivable and other rights to payment from customers and all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or otherwise disposed of or services rendered to customers, (b) all other accounts and notes receivable and all security for such accounts or notes, and (c) any claim, remedy or other right relating to any of the foregoing.
Account Records is defined in Section 1(a)(i) of the Administration Agreement.
Investment Accounts means the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.
Eligible Accounts Receivable means Accounts, Instruments, Documents, Chattel Paper, Contracts, and General Intangibles from customers of Borrowers or any Approved Subsidiary in which Bank has a perfected first priority security interest subject to Bank's credit approvals thereof other than the following: (i) Accounts which remain unpaid ninety (90) days after the date of the applicable invoice; (ii) Accounts with respect to which the Account Debtor is an Affiliate of any of the Borrowers, or a director, officer or employee of any of the Borrowers; (iii) Accounts with respect to which the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless filings in accordance with the Assignment of Claims Act have been completed and filed in a manner satisfactory to the Agent or, as to any government contract entered into after the date of this Agreement, concurrently with the execution and delivery of that government contract; (iv) Accounts with respect to which the Account Debtor is not a resident of the United States or Canada except if such Accounts (1) are secured by irrevocable trade letter(s) of credit in form and content acceptable to Bank and confirmed by a United States financial institution acceptable to Bank, (2) are secured by standby letters of credit with an expiration of date of at least one hundred twenty (120) days from the date of shipment confirmed by United States Bank acceptable to Bank and otherwise in form and content acceptable to Bank, or (3) are insured by a company acceptable to Bank, which insurance covers business and political risk; (v) Accounts arising with respect to goods which have not been shipped and delivered to and accepted as satisfactory by the Account Debtor or arising with respect to services which have not been fully performed and accepted as satisfactory by the Account Debtor; (vi) Accounts for which the prospect of payment in full or performance in a timely manner by the Account Debtor is or is likely to become impaired as determined by the Bank in its reasonable discretion; (vii) Accounts which are not invoiced (and dated as of the date of such invoice) and sent to the Account Debtor within fifteen (15) days after delivery of the underlying goods to, or performance of the underlying services for, the Account Debtor; (viii) Accounts with respect to which Bank does not have a first and valid fully perfected security interest; (ix) Accounts with respect to which the Account Debtor is the subject of bankruptcy or a similar insolvency proceeding or has made an assignment for the benefit of creditors or whose assets have been conveyed to a receiver or trustee, except if Bank is delivered evidence acceptable to Bank as to the collectability in the normal course of business of such Accounts; (x) Accounts with respect to which the Account Debtor's obligation to pay the Account is conditional upon the Account Debtor's approval or is otherwise subject to any repurchase obligation or return right, as with sales made on a xxxx-and-hold, guaranteed sale, sale-and-return, sale on approval (except with respect to Accounts in connection with which Account Debtors are entitled to return Inventory solely on the basis on the quality of such Inventory) or consignment basis; (xi) Accounts with respect to which the Account Debtor is located in Minnesota unless the applicable Borrower has filed a Notice of Business Activities Report with the Secretary of State of Minnesota for the then current year; (xiv) all Accounts of any Account Debtor if twenty-five percent (25.0%) or more of all Accounts of such Account Debtor have ceased to be Eligible Accounts Receivable; and (xii) Accounts with respect to which the Account Debtors are residents of Canada to the extent the aggregate sum exceeds $750,000.00. The approvals of Account Debtors and Accounts shall be for Bank purposes only and shall not constitute any representation by Bank as to the credit worthiness of any such Account Debtor or the advisability or profitability of doing business with such Account Debtor.
Management Accounts means unaudited accounts which shall incorporate a profit and loss statement, cash flow statement and balance sheet.
Series Accounts means, collectively, the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account.
Intercompany Account means any intercompany account balance outstanding as of immediately prior to the Initial Closing between (a) the Company or any of its Subsidiaries, on the one hand, and (b) the Owner or any Affiliate of the Owner (other than the Company or any of its Subsidiaries), any of their respective directors, officers or employees or any spouse, parent, siblings, descendants (including adoptive relationships and stepchildren) of the Owner and the spouses of each such natural persons, on the other hand.
Accounts Payable means all trade and other accounts payable, including accrued expenses, owed by the Company.
Special Accounts means the accounts referred to in Section 2.02 (b) of this Agreement;
Trade Accounts Payable means accounts payable or other obligations of the Company or any Restricted Subsidiary to trade creditors created or assumed by the Company or such Restricted Subsidiary in the ordinary course of business in connection with the obtaining of goods or services.
Mortgagor Accounts As defined in Section 3.07(a) of this Agreement.
Management Accounts Date means 30 September 2010;
Chattel Paper means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.
Securities Account is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.
Reserve Accounts means the Tax Account, the Insurance Account, the Replacement Reserve Account, the Immediate Repair Account, the Leasing Reserve Account, the Excess Cash Flow Account, the Operating Expense Account, the Ground Rent Account and any other escrow account established by this Agreement or the other Loan Documents (but specifically excluding the Cash Management Account, the Restricted Account and the Debt Service Account).
Excluded Accounts means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).
Collection Accounts As defined in Section 3.10(a).
Custodial Accounts Each Custodial Account (other than an Escrow Account) established and maintained by a Servicer pursuant to a Servicing Agreement with respect to the Mortgage Loans.
Disbursement Accounts has the meaning ascribed to it in Annex C.
Eligible Accounts means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include:
Cash Management Accounts means the bank accounts of each Loan Party maintained at one or more Cash Management Banks listed on Schedule 8.01.