Bank Accounts; Cash Balances Clause Samples
The 'Bank Accounts; Cash Balances' clause defines how a party's bank accounts and cash holdings are to be managed, disclosed, or treated under the agreement. Typically, this clause specifies which accounts are covered, who has authority over them, and any requirements for maintaining minimum balances or providing account information to the other party. Its core function is to ensure transparency and control over financial assets, reducing the risk of undisclosed funds or unauthorized transactions.
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Varex or any other member of the Varex Group (collectively, the “Varex Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such Varex Account and Parent Account, if currently Linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Account or Varex Account, respectively, is de-Linked from such Parent Account or Varex Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the Varex Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Varex or a member of the Varex Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the Parent Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent or a member of the Parent Group.
(d) With respect to any outstanding checks issued or payments initiated by Parent, Varex, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(e) As between Parent and Varex (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.
(f) It...
Bank Accounts; Cash Balances. (1) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as SG Holdings may determine), all actions necessary to amend all Contracts governing each bank and brokerage account owned by SG DevCo or any other member of the SG DevCo Group (the “SG DevCo Accounts”) so that such SG DevCo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit, or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by SG Holdings or any other member of the SG Holdings Group (the “SG Holdings Accounts”) are de-linked from the SG Holdings Accounts. From and after the Effective Time, no SG Holdings Group Employee shall have any authority to access or control any SG DevCo Account, except as provided for through the Shared Services Agreement.
(2) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as SG Holdings may determine), all actions necessary to amend all Contracts governing the SG Holdings Accounts so that such SG Holdings Accounts, if currently linked to an SG DevCo Account, are de-linked from the SG DevCo Accounts. From and after the Effective Time, no employee of the SG DevCo Group shall have any authority to access or control any SG Holdings Account, except as may be provided for through the Shared Services Agreement (if applicable).
(3) The Parties intend that, following consummation of the actions contemplated by Section 2.4(1) and Section 2.4(2), there will continue to be in place a centralized cash management system pursuant to which the SG DevCo Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the SG DevCo Group.
(4) The Parties intend that, following consummation of the actions contemplated by Section 2.4(1) and Section 2.4(2), there will continue to be in place a centralized cash management system pursuant to which the SG Holdings Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the SG Holdings Group.
(5) With respect to any outstanding checks issued by SG Holdings, SG DevCo, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the member of the applicable Group owning...
Bank Accounts; Cash Balances. (a) VF and Kontoor Brands shall, and shall cause the members of their respective Group to, use commercially reasonable efforts such that, on or prior to the Distribution Time, the VF Group and the Kontoor Brands Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF and Kontoor Brands shall use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (x) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands or any other member of the Kontoor Brands Group as of the Distribution Time with individuals designated by Kontoor Brands and (y) if requested by VF, remove and replace the signatories of any bank or brokerage account owned by VF or any other member of the VF Group as of the Distribution Time with individuals designated by VF.
(b) With respect to any outstanding payments initiated by VF, Kontoor Brands, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated.
(c) As between VF and Kontoor Brands (and the members of their respective Groups) all payments received after the Distribution Date by either party (or member of its Group) that relate to a business, asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit and at the expense of the party entitled thereto. Each party shall maintain an accounting of any such payments, and the parties shall have a monthly reconciliation, whereby all such payments received by each party are calculated and the net amount owed to VF or Kontoor Brands, as applicable, shall be paid over with a mutual right of set-off. If at any time the net amount owed to either party exceeds $[—], an interim payment of such net amount owed shall be made to the party entitled thereto within three (3) Business Days of such amount exceeding $[—]. Notwithstanding the foregoing, neither VF nor Kontoor Brands shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.
Bank Accounts; Cash Balances. (a) Each Party shall take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such SpinCo Account and Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any Parent Account or SpinCo Account, respectively, is no longer Linked to such Parent Account or SpinCo Account, respectively.
(b) With respect to any outstanding checks issued or payments initiated by Parent, SpinCo or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(c) As between Parent and SpinCo (and the members of their respective Groups), all payments made and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group) shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall, or shall cause the applicable member of its Group to, pay over to the other Party the amount of such payment or reimbursement without right of set-off.
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by such Party or any member of its Group (collectively, the “Accounts”) so that each such Account, if currently Linked to any Account of another Party is de-Linked from such other Party’s Account, subject to any transitory arrangements as may otherwise be agreed between members of the applicable Parties’ respective Groups.
(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place (i) cash management processes pursuant to which the Carrier Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Carrier or a member of the Carrier Group and (ii) cash management processes pursuant to which the Otis Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Otis or a member of the Otis Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place cash management processes pursuant to which the UTC Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by UTC or a member of the UTC Group.
(d) With respect to any outstanding checks issued or payments initiated by UTC, ▇▇▇▇▇▇▇, ▇▇▇▇ or any members of their respective Group prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(e) As between UTC, Carrier and Otis (and the members of their respective Groups), all payments or reimbursements received after the Effective Time by any of the Parties (or any member of their respective Groups) that relate to a business, Asset or Liability of another Party (or any member of such other Party’s Group), shall be held by such first Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such first Party of any such payment or reimbursement, such first Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.
Bank Accounts; Cash Balances. (a) ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier date as ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by ▇▇▇▇▇▇ USA or any other member of the ▇▇▇▇▇▇ USA Group (collectively, the “▇▇▇▇▇▇ USA Accounts”) so that such ▇▇▇▇▇▇ USA Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by ▇▇▇▇▇▇ Oil or any other member of the ▇▇▇▇▇▇ Oil Group (collectively, the “▇▇▇▇▇▇ Oil Accounts”), are de-linked from the ▇▇▇▇▇▇ Oil Accounts.
(b) ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA each agrees to take, or cause the respective members of their respective Groups to take, at the Distribution Date (or such earlier date as ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA may agree), all actions necessary to amend all contracts or agreements governing the ▇▇▇▇▇▇ Oil Accounts so that such ▇▇▇▇▇▇ Oil Accounts, if currently linked to a ▇▇▇▇▇▇ USA Account, are de-linked from the ▇▇▇▇▇▇ USA Accounts.
(c) It is intended that, following consummation of the actions contemplated by Sections 2.08(a) and 2.08(b), there will be in place a centralized cash management process pursuant to which the ▇▇▇▇▇▇ USA Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ▇▇▇▇▇▇ USA.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.08(a) and 2.08(b), there will continue to be in place a centralized cash management process pursuant to which the ▇▇▇▇▇▇ Oil Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by ▇▇▇▇▇▇ Oil.
(e) With respect to any outstanding payments initiated by ▇▇▇▇▇▇ Oil, ▇▇▇▇▇▇ USA, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated.
(f) As between ▇▇▇▇▇▇ Oil and ▇▇▇▇▇▇ USA (and the members of their respective Groups) all payments received after the Distribution Date by either party (or member of its Group) that relate to a business, asset or Liability of the other party (or member of its Group), shall be held by such part...
Bank Accounts; Cash Balances. (a) Cardinal Health and CareFusion each agrees to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as Cardinal Health and CareFusion may agree), all actions necessary to amend all CareFusion Contracts governing each bank and brokerage account owned by CareFusion or any other member of the CareFusion Group (collectively, the “CareFusion Accounts”), including all CareFusion Accounts listed or described on Schedule 2.11(a), so that such CareFusion Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Cardinal Health or any other member of the Cardinal Health Group (collectively, the “Cardinal Health Accounts”), including all Cardinal Health Accounts listed or described on Schedule 2.11(b), are de-linked from the Cardinal Health Accounts.
(b) Cardinal Health and CareFusion each agrees to take, or cause the respective members of their respective Groups to take, at the Effective Time (or such earlier time as Cardinal Health and CareFusion may agree), all actions necessary to amend all CareFusion Contracts governing the Cardinal Health Accounts so that such Cardinal Health Accounts, if currently linked to a CareFusion Account, are de-linked from the CareFusion Accounts.
(c) It is intended that, following consummation of the actions contemplated by Sections 2.11(a) and 2.11(b), there will continue to be in place a centralized cash management process pursuant to which the CareFusion Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by CareFusion.
(d) It is intended that, following consummation of the actions contemplated by Sections 2.11(a) and 2.11(b), there will continue to be in place a centralized cash management process pursuant to which the Cardinal Health Accounts will be managed centrally and funds collected will be transferred into one (1) or more centralized accounts maintained by Cardinal Health.
(e) With respect to any outstanding checks issued by Cardinal Health, CareFusion, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn.
(f) As between Cardinal Health and CareFusion (and the members of their respective...
Bank Accounts; Cash Balances. (a) To the extent not completed prior to the Effective Date, Pfizer and the Company each agrees to take, or cause the respective members of their respective Groups to take, at or prior to the Effective Date, all actions necessary to amend all Contracts governing each bank and brokerage account owned by the Company or any other member of the Company Group (collectively, the “Company Accounts”) so that such Company Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by Pfizer or any other member of the Pfizer Group (collectively, the “Pfizer Accounts”) are de-linked from the Pfizer Accounts.
(b) It is intended that, following consummation of the actions contemplated by Section 2.08(a), the Company and Pfizer will maintain separate bank accounts and separate cash management processes.
(c) With respect to any outstanding checks issued by Pfizer, the Company, or any of their respective Subsidiaries prior to the Effective Date, such outstanding checks shall be honored following the Effective Date by the Person or Group owning the account on which the check is drawn.
(d) Except as provided in Section 2.16, as between Pfizer and the Company (and the members of their respective Groups), all payments made and reimbursements received after the Effective Date by either party (or member of its Group) that relate to a business, Asset or Liability of the other party (or member of its Group), shall be held by such party in trust for the use and benefit of the party entitled thereto and, promptly upon receipt by such party of any such payment or reimbursement, such party shall pay over, or shall cause the applicable member of its Group to pay over to the other party the amount of such payment or reimbursement without right of set-off.
Bank Accounts; Cash Balances. (a) Each of RemainCo and SpinCo shall, and shall cause the respective members of their Group to, use their commercially reasonable efforts to take all actions necessary to amend all Contracts governing each bank and brokerage account owned by SpinCo and any other member of the SpinCo Group (collectively, the “SpinCo Accounts”), so that from and after the Effective Time such SpinCo Accounts, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any bank or brokerage account owned by RemainCo or any member of the RemainCo Group (collectively, the “RemainCo Accounts”) are de-linked from such SpinCo Accounts.
(b) Each of RemainCo and SpinCo shall, and shall cause the respective members of their Group to, use their commercially reasonable efforts to take all actions necessary to amend all Contracts governing the RemainCo Accounts so that from and after the Effective Time, such RemainCo Accounts, if currently linked to any SpinCo Account, are de-linked from such SpinCo Accounts.
(c) With respect to any outstanding checks issued by RemainCo, SpinCo or any of the respective members of their Group prior to the Effective Time, such outstanding checks shall be honored from and after the Effective Time by the Person or Group owning the account on which the check is drawn, without modifying in any way the allocation of Liability (and rights to reimbursement) for such amounts under this Agreement or any Ancillary Agreement.
Bank Accounts; Cash Balances. (a) Each Party agrees to take, or cause the members of its Group to take, at the Separation Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by Corebridge or any other member of the Corebridge Group (collectively, the “Corebridge Accounts”) and all contracts or agreements governing each bank or brokerage account owned by AIG or any other member of the AIG Group (collectively, the “AIG Accounts”) so that each such Corebridge Account and AIG Account, if currently linked (whether by bank fees, earnings credits, automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any AIG Account or Corebridge Account, respectively, is de-Linked from such AIG Account or Corebridge Account, respectively.
(b) It is intended that, following consummation of the actions contemplated by Section 2.10(a), there will be in place a cash management process pursuant to which the Corebridge Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Corebridge or a member of the Corebridge Group.
(c) It is intended that, following consummation of the actions contemplated by Section 2.10(a), there will continue to be in place a cash management process pursuant to which the AIG Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by AIG or a member of the AIG Group.
(d) With respect to any outstanding checks issued or payments initiated by AIG, Corebridge, or any of the members of their respective Groups prior to the Separation Time, such outstanding checks and payments shall be honored following the Separation Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.
(e) As between AIG and Corebridge (and the members of their respective Groups), all payments made and reimbursements received after the Separation Time by either Party (or member of its Group) that relate to a business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such ...