Excluded Bank Accounts definition
Excluded Bank Accounts means any (a) bank accounts maintained by the Loan Parties which have a most recent 5-day average balance that does not exceed $2,500,000 in the aggregate for all such Excluded Bank Accounts and (b) bank accounts used solely for payroll, payroll taxes, tax purposes, trust or fiduciary purposes, employee benefits, bona fide escrow with respect to third parties (other than other Relevant Parties) in connection with Investments or ordinary course Contractual Obligations permitted hereunder or collateral deposits securing Permitted Liens.
Excluded Bank Accounts means (i) any deposit account for taxes, payroll, employee benefits or similar items and any other account or financial asset in which such security interest would be unlawful or in violation of any Title IV Plan or employee benefit agreement, (ii) any deposit or checking accounts with balances below $1,000,000, so long as the aggregate balance of all such deposit and checking accounts does not at any one time exceed $10,000,000 (it being understood that any deposit or checking account that it subject to a Control Agreement in favor of the Administrative Agent at any time shall not constitute an “Excluded Bank Account” at any time from and after the date of the execution of such Control Agreement, regardless of the balance thereof), (iii) any deposit or securities account that is located outside of the United States or (iv) Permitted Cash Collateral Accounts.
Excluded Bank Accounts means all deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates.
Examples of Excluded Bank Accounts in a sentence
Neither the Borrower nor any other Loan Party shall hereafter establish and maintain, or otherwise deposit, allow to be deposited or hold any funds in, any deposit account (other than Excluded Bank Accounts), unless it complies with the provisions regarding such accounts set forth in the Security Agreement (including, without limitation, the notice provisions and the control agreement requirements).
The Loan Parties shall not maintain cash or Cash Equivalents on deposit in any deposit account or securities account (in each case, other than Excluded Bank Accounts) that is not subject to a Control Agreement in excess of outstanding checks and wire transfers payable from such accounts and amounts necessary to meet minimum balance requirements.
Schedule 8 correctly sets forth each Deposit Account (other than Excluded Bank Accounts) held or maintained by such Grantor on the date hereof.
Upon compliance with the terms set forth above, such lockbox and/or bank account (other than the bank accounts described in clause (i) above and the Excluded Bank Accounts) shall constitute a Depository Account for purposes of this Financing Agreement.
If at any time the balance in any Excluded Bank Account exceeds $75,000 individually, or the balances of all Excluded Bank Accounts exceeds $300,000 in the aggregate, the Loan Parties will use commercially reasonable efforts to promptly reduce such balance or balances in the Excluded Bank Accounts to less than $75,000 in any individual Excluded Bank Account and less than $300,000 in the aggregate for all Excluded Bank Accounts.
More Definitions of Excluded Bank Accounts
Excluded Bank Accounts means any (a) bank accounts maintained by the Loan Parties which have a most recent 5-day average balance that does not exceed $3,500,000 in the aggregate for all such Excluded Bank Accounts, (b) bank accounts used solely for payroll, payroll taxes, tax purposes, trust or fiduciary purposes, employee benefits, bona fide escrow with respect to third parties (other than other Relevant Parties) in connection with Investments or ordinary course Contractual Obligations permitted hereunder or collateral deposits securing Permitted Liens and (c) bank accounts subject to, and used solely in connection with, Liens permitted by Section 7.1(d), (e), (h), (t) or (z).
Excluded Bank Accounts. (a) bank accounts the balance of which consists exclusively of and used exclusively for (i) withheld income taxes and federal, state or local employment taxes in such amounts as are required in the reasonable judgment of the Parent Borrower to be paid to the Internal Revenue Service or state or local government agencies within the following two months with respect to employees of any of the Loan Parties or any Related Corporation and (ii) amounts required to be paid over to an employee benefit plan pursuant to DOL Reg. Sec. 2510.3-102 on behalf of or for the benefit of employees of one or more Loan Parties or any Related Corporation, (b) bank accounts constituting (and the balance of which consists solely of funds set aside to be used in connection with) taxes bank accounts and payroll bank accounts and (c) bank accounts constituting “zero balance” disbursement accounts.
Excluded Bank Accounts means (a) any bank accounts established by the Borrower or its Subsidiaries used exclusively for payroll, payroll taxes or employee benefits, escrow, customs, insurance, or fiduciary purposes or compliance with legal requirements, to the extent such legal requirements prohibit the granting of a Lien thereon, (b) any accounts for the purpose of maintaining cash and Cash Equivalents subject to Permitted Liens of the type permitted pursuant to Section 6.02(f) of the Credit Agreement or (c) any other account (other than any deposit account that constitutes identifiable proceeds of any Term Loan First Lien Collateral) that is excluded from the collateral securing the ABL Credit Agreement from time to time.
Excluded Bank Accounts means segregated bank accounts of VML into which only revenue associated with the operation of the Excluded Casinos by VML on behalf of the Cotai Strip Excluded Subsidiaries or Additional Development Excluded Subsidiaries, as the case may be, is deposited.
Excluded Bank Accounts means any (a) bank accounts maintained by the Loan Parties which have a most recent 5-day average balance that does not exceed $3,500,000 in the aggregate for all such Excluded Bank Accounts, (b) bank accounts used solely for payroll, payroll taxes, tax purposes, trust or fiduciary purposes, employee benefits, bona fide escrow with respect to third parties (other than other Relevant Parties) in connection with Investments or ordinary course Contractual Obligations permitted hereunder or collateral deposits securing Permitted Liens and (c) bank accounts subject to, and used solely in connection with, Liens permitted by Section 7.1(d) , (e) , (h) , (t) or (z) .
Excluded Bank Accounts means all bank accounts, including sub-accounts to such bank accounts maintained by the relevant Pledgor in the Federal Republic of Germany and which are listed in Schedule 2 (Excluded Bank Accounts) hereto, as amended from time to time. "Event of Default" means any event of default as defined and set out in Section 8.01 of the Credit Agreement. "Existing Accounts" means the bank accounts listed in Schedule 1 (List of Existing Accounts) hereto, including any sub-account (Unterkonto) thereto, and "Existing Account" means any of them. "Future Pledgee" means any entity or Person which may become a pledgee hereunder by way of (i) transfer of the Pledges by operation of law following the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of any part of the Secured Obligations from any Original Pledgee or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement pursuant to Clause 2.3 hereof as pledgee. "Parallel Obligations" means the independent obligations of any Loan Party arising pursuant to Section 10.30 of the Credit Agreement or under any other abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis) in favour of the Administrative Agent granted in relation to the Loan Documents. "Pledge" and "Pledges" have the meanings given to such terms in Clause 2.1.
Excluded Bank Accounts means (a) solely with respect to the ABL Total First Lien Collateral, the Asset Sale Proceeds Account, (b) any bank accounts established by the Issuer and its Subsidiaries used exclusively for payroll, payroll taxes or employee benefits, escrow, insurance, or fiduciary purposes, (c) the Permitted Cash Collateral Accounts, and (d) such other accounts as individually do not have average monthly balances in excess of $100,000 or in the aggregate do not have average monthly balances in excess of $500,000, or (e) any other account (other than the Asset Sale Proceeds Account and any Deposit Account that constitutes identifiable proceeds of any Noteholder First Lien Collateral) that is excluded from the collateral securing the ABL Credit Agreement from time to time.