Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to the Agent among the Agent, the applicable Company and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that (x) all cash, checks, wires and other items received or deposited into the Depository Account are the property of the Agent, for the benefit of the Agent and the Lenders, and (y) except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Companies in the aggregate during any period of measurement, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate amount of the Companies’ non-cash reductions against Trade Accounts Receivable, during such period, by (b) the aggregate amount of the Companies’ gross sales during such period, as determined by the Agent in the exercise of its reasonable business judgment. The Dilution Percentage shall be determined by the Agent based on its reviews of the periodic financial and collateral reports submitted by the Companies to the Agent as well as the results of the periodic field examinations of the Companies conducted by the Agent from time to time. The period of measurement for calculating the Dilution Percentage shall be determined by the Agent from time to time in the exercise of its reasonable business judgment.
Depository Account Control Agreement means an agreement in form and substance satisfactory to Agent among Agent, the applicable Credit Party, and each bank or other depository institution at which any Depository Account is maintained pursuant to which such bank or institution agrees that it has no lien upon or right of set off against any funds in such Depository Account (other than customary exceptions for overdrafts and account fees) and that Agent has control of such Depository Account (subject to the Credit Party’s right to use funds in the Depository Account until such time as Agent delivers a notice revoking such right) and that contains such other provisions as Agent shall require.
Depository Account Control Agreement means an agreement substantially in the form of Exhibit 5.21 hereto.
Examples of Depository Account Control Agreement in a sentence
Portion of Program Participation Cap Representing Unemployment HHF Funds: $ 34,056,581.00 Permitted Expenses: $ 24,978,556.00 Closing Date: June 23, 2010 First Amendment Date: September 23, 2010 Second Amendment Date: September 29, 2010 Third Amendment Date: December 16, 0000 Xxxxxx Xxxxxxxxx Date: April 5, 2011 Eligible Entity Depository Account Information: See account information set forth in the Depository Account Control Agreement between Treasury and Eligible Entity regarding the HHF Program.
Funds remaining on deposit in a Depository Account shall be transferred to CIT's Bank Account on each Business Day in accordance with the terms and provisions of the applicable Depository Account Control Agreement, and the Companies agree to take all actions reasonably required by CIT or any bank at which a Depository Account is maintained in order to effectuate the transfer of funds in this manner.
Each Company agrees not to open any lockbox or new bank account into which Proceeds of Collateral are to be delivered or deposited unless concurrently with the opening of such lockbox and/or bank account, CIT, such Company and the bank which will maintain such lockbox or at which such account will be maintained, execute a Depository Account Control Agreement with respect to such lockbox and/or related bank account.
More Definitions of Depository Account Control Agreement
Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to CIT among CIT, the Company and the bank which will maintain a Depository Account, (a) which provides CIT with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that (i) all cash, checks, wires and other items received or deposited into the Depository Account are the property of CIT, and (ii) except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Company during any period of measurement, the quotient (expressed as a percentage as determined by CIT in the exercise of its reasonable business judgment) obtained by dividing (a) the aggregate amount of the Company’s non-cash reductions against Trade Accounts Receivable, during such period, by (b) the average amount of the Company’s gross sales during such period. The Dilution Percentage shall be determined by CIT based on its reviews of the periodic financial and collateral reports submitted by the Company to CIT as well as the results of the periodic field examinations of the Company conducted by CIT from time to time. The period of measurement for calculating the Dilution Percentage shall be determined by CIT from time to time in the exercise of its reasonable business judgment.
Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to the Agent among the Agent, the Company and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that, except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Company during any period of measurement, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate amount of the Company’s non-cash reductions against Trade Accounts Receivable, during such period, by (b) the aggregate amount of the Company’s gross sales during such period, as determined by the Agent in the exercise of its reasonable business judgment. The Dilution Percentage shall be determined by the Agent based on its reviews of the periodic financial and collateral reports submitted by the Company to the Agent as well as the results of the periodic field examinations of the Company conducted by the Agent from time to time. The period of measurement for calculating the Dilution Percentage shall be determined by the Agent from time to time in the exercise of its reasonable business judgment. DIP Facility shall mean the senior secured revolving line of credit facility established by the Lenders in favor of the Company under Article 3 of this Financing Agreement, which shall be in the initial maximum amount of $75,000,000 and is subject to being increased to an amount not to exceed $150,000,000. DIP Financing Documents shall mean this Financing Agreement, the Promissory Notes, mortgages and deeds of trust on any Real Estate, the other closing documents executed by the Company or any subsidiary thereof, and any other ancillary loan and security agreements executed by the Company or any subsidiary thereof from time to time in connection with this Financing Agreement, all as may be renewed, amended, restated or supplemented from time to time.
Depository Account Control Agreement means that certain Depository Account Control Agreement of even date herewith by and among the Administrative Agent, the Escrow Agent, the Borrower and Banco Popular de Puerto Rico, as depository bank, whereby the Borrower, the Administrative Agent, Banco Popular de Puerto Rico, as depository bank, and the Escrow Agent agree on certain matters relating to the dominion and control of the Escrow Account in favor of the Administrative Agent for its benefit and the ratable benefit of the Lenders.
Depository Account Control Agreement means any three-party agreement, in form and substance reasonably satisfactory to the Secured Party, among Debtor, the Secured Party and the bank maintaining a Depository Account (a) pursuant to which such bank agrees that, except in connection with chargebacks and payment of such bank’s usual and customary fees chargeable in connection with its administration of the applicable Depository Account, such bank has no Lien upon, or right of set off against, the Depository Account or any cash, checks, wires and other items from time to time on deposit therein and (b) which provides the Secured Party with control of the Depository Account.
Depository Account Control Agreement means a three-party agreement in form and substance satisfactory to the Agent among the Agent, the applicable Obligor and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account (subject to the prior control established in favor of the Senior Creditor), and (b) pursuant to which such bank agrees that (i) all cash, checks, wires and other items received or deposited into the Depository Account are the property of the Agent (subject to the interests of the Senior Creditor), and (ii) except for the prior lien of the Senior Creditor or as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein.
Depository Account Control Agreement means a three-party agreement in form and substance reasonably satisfactory to the Agent among the Agent, the applicable Company and the bank which will maintain a Depository Account, (a) which provides the Agent with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2 of this Financing Agreement, and (b) pursuant to which such bank agrees that (x) all cash, checks, wires and other items received or deposited into the Depository Account are subject to the lien and security interest of the Agent, for the benefit of the Lenders, and (y) except as otherwise agreed by the Agent in its sole discretion, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein.
Depository Account Control Agreement means a three-party agreement in form and substance reasonably satisfactory to CIT among CIT, the Company and the bank which will maintain a Depository Account, (a) which provides CIT with control of such Depository Account and provides for the transfer of funds in a manner consistent with the provisions of Section 3.2(b) of this Financing Agreement, and (b) pursuant to which such bank agrees that (i) all cash, checks, wires and other items received or deposited into the Depository Account are the property of CIT, and (ii) except as otherwise provided in the Depository Account Control Agreement, such bank has no lien upon, or right of set off against, the Depository Account and any cash, checks, wires and other items from time to time on deposit therein. Dilution Percentage shall mean, with respect to the Company for any twelve-month period, the quotient (expressed as a percentage) obtained by dividing (a) the aggregate amount of the Company’s non-cash reductions against Trade Accounts Receivable, during such period, by (b) the average amount of the Company’s gross sales during such period, as determined by CIT in the exercise of its reasonable business judgment. The Dilution Percentage shall be determined by CIT based on its reviews of the periodic financial and collateral reports submitted by the Company to CIT as well as the results of the periodic field examinations of the Company conducted by CIT from time to time. Distribution Agreement shall mean the Distribution Agreement, dated April 26, 2006, by and among the Company and Xxxxxxx-Xxxxx Resources LLC, a Delaware limited liability company, (or its assignee) setting forth the terms of the sale of certain products by the Company to Xxxxxxx-Xxxxx Resources LLC, or such assignee, as the same may be amended.