Examples of Continuing Accounts in a sentence
Section 6.1(m) Banks with Continuing Accounts STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is entered into as of August 13, 2007 (this “Agreement”), by and between Montpelier Re U.S. Holdings Ltd., a Delaware corporation (the “Buyer”); GAINSCO, INC., a Texas corporation (the “Parent”); and MGA Insurance Company, Inc., a stock property and casualty insurance company domiciled in the State of Texas and a wholly-owned subsidiary of the Parent (“MGA”).
From and after the applicable Conversion Date, Seller shall and shall cause the Custodian to as promptly as reasonably practicable remit to Buyer by Wire Transfer any amounts received by Seller properly accruing to the Continuing Accounts that are HSAs or MSAs.
Seller agrees to provide Buyer with necessary transaction history for Continuing Accounts to support 2022 tax reporting.
For the avoidance of doubt, Seller shall have no obligation to reimburse Buyer for any Transfer Related Expenses previously paid by Buyer for any Continuing Accounts.
During the HSA/MSA Transition Period, Seller shall use its best efforts to take all steps reasonably requested by Xxxxx to designate Buyer as custodian of the Continuing Accounts comprised of HSAs and/or MSAs effective as of the applicable Conversion Date.
On the terms and subject to the conditions of this Agreement, as of the Conversion Date, Seller and Custodian shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller and Custodian, in each case free and clear of all Liens, the exclusive right to act as custodian of the Continuing Accounts (including all Account Assets contained therein) as of the Conversion Date and to effect the Custodial Transfer on the Conversion Date.
From and after the Conversion Date, Seller and Custodian, as the case may be, shall promptly remit to Buyer by Wire Transfer any amounts received by Seller or Custodian properly accruing to the Continuing Accounts.
There are no Proceedings that are pending or, to Custodian’s Knowledge, threatened against or relating to Custodian in connection with the custody of the Account Assets that (a) would reasonably be expected to have, individually or in the aggregate, a Custodian Material Adverse Effect or (b) would result, or reasonably be expected to result, in any Liability that would be material to the custody of the Account Assets in the Continuing Accounts or the ownership of the Acquired Assets.
During the HSA Transition Period, Seller shall use its best efforts to take all steps reasonably requested by Buyer to designate Buyer as custodian of the Continuing Accounts comprised of HSAs effective as of the Conversion Date.
Effective upon completion of both the Bulk Cash Assets Transfer and the In-Kind Investment Assets Transfer on the Conversion Date, Custodian shall, without any action required on the part of Buyer, resign as custodian of the Continuing Accounts.