Depositary Agent. 8 Section 6.1 Rights, Duties, etc.................................... 8 Section 6.2 Resignation or Removal................................. 9 ARTICLE 7 Determinations.................................................. 10 Section 7.1 Sales of Permitted Investments......................... 10 Section 7.2 Available Cash......................................... 10
Depositary Agent to the best of its knowledge without any independent investigation, represents and warrants that it has no knowledge of any Lien on any of the Accounts other than the claims and interest of the parties as provided herein. To the extent that a Responsible Officer of Depositary Agent has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Account or any security entitlement credited thereto, Depositary Agent hereby subordinates to the security interest in the Accounts of Lender all property credited thereto, all security entitlements with respect to such property and any and all statutory, regulatory, contractual or other rights now or hereafter existing in its favor over or with respect to the Accounts.
Depositary Agent. 8 SECTION 4.1. Appointment of Depositary Agent, Powers and Immunities.....................................8 SECTION 4.2. Reliance by Depositary Agent...................9 SECTION 4.3. Court Orders...................................9 SECTION 4.4. Resignation or Removal.........................9
Depositary Agent. 9 Section 6.1 Rights, Duties, etc.. ...................................................................... 9 Section 6.2
Depositary Agent. The Depositary Agent shall have either executed a joinder agreement pursuant to which the Depositary Agent shall have become a party to this Agreement for purposes of Article 7 hereof or the Depositary Agent, Target and the Shareholder Agent shall have executed an escrow agreement containing substantially the same terms as set forth in Article 7 hereof.
Depositary Agent. 39 10.1.8 Financial Statements..................................39 10.1.10 Approvals, Authorizations, etc.......................39 10.1.11
Depositary Agent. 42 10.3 Conditions to Borrowings Made on the Merger Date..............42 10.3.1 Other Conditions Mutatis Mutandis.....................42 10.3.2 Solvency Certificates.................................42 10.3.3 Corporate Documents; Proceedings; etc.................42 10.3.4 Approvals, Authorizations, etc........................43 10.3.5
Depositary Agent. Prior to the Initial Borrowing Date, the Agent shall have received notification in writing from the Depositary Agent confirming that a number of Shares equal to, or more than, 62.6% of the outstanding Shares shall have been delivered to Acquisition Sub on the Initial Borrowing Date.
Depositary Agent. On such Borrowing Date, the Agent shall receive notification in writing from the Depositary Agent confirming the number of Shares to be delivered to Acquisition Sub on such Borrowing Date.
Depositary Agent. The provisions of this Article VIII are solely for the benefit of the Secured Parties and no Borrower shall have any rights or obligations under this Article VIII against the Depositary Agent, the Collateral Agent or any other Secured Party; provided, that the Depositary Agent shall be liable to the Borrowers for gross negligence, willful misconduct and the bad faith misapplication of monies held by it in accordance the terms of this Account Agreement.
