Excluded Account. If funds remain in the Excluded Account after the payment of obligations owing to third-parties with respect to any accounts receivable and other property deposited in the Excluded Account, the Borrower shall promptly (and in any event, within ten Business Days of receipt of such funds) cause such funds to be transferred from the Excluded Account and be deposited in a deposit account of a Loan Party that does not constitute Excluded Property.
Excluded Account. (i) a deposit account used exclusively used for payroll, payroll taxes or employee benefits, or (ii) a xxxxx cash account containing not more than $150,000 individually at any time or $400,000 in the aggregate for all such xxxxx cash accounts. Excluded Tax: means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by a Recipient’s net income (however denominated), franchise Taxes and branch profit Taxes in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of a Lender, its Lending Office located in, the jurisdiction imposing such Tax (or political subdivision thereof), or (ii) constituting Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which; (i) such Lender acquires such interest in the Loan or Commitment (except pursuant to an assignment request by AGM or Agent under Section 3.8 or 12.4); or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 5.9, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changes its Lender Office ; (c) Taxes attributable to Recipient’s failure to comply with Section 5.9.7 and (d) any withholding Taxes imposed pursuant to FATCA.
Excluded Account. (i) a deposit account used exclusively used for payroll, payroll taxes or employee benefits, or (ii) a xxxxx cash account containing not more than $150,000 individually at any time or $400,000 in the aggregate for all such xxxxx cash accounts.
Excluded Account any (a) Deposit Account (i) exclusively used for payroll, payroll taxes or employee benefits, (ii) constituting a zero-balance disbursement account reasonably acceptable to Agent, (iii) exclusively holding deposits made by any purchaser of a Vessel in contemplation of the sale of such Vessel otherwise permitted under this Agreement (until the closing of such sale), (iv) constituting a fiduciary, escrow or trust account or an account holding third party deposits, in each case solely for the benefit of an unaffiliated third party in connection with a transaction permitted under this Agreement, until the closing of the related transaction (for the avoidance of doubt, other than customer deposits in the Ordinary Course of Business which are not excluded hereunder), (v) exclusively constituting a tax account (including a sales tax account), and (vi) constituting a xxxxx cash account containing not more than $250,000 on deposit therein at any time (but no more than $750,000 for all such accounts in the aggregate), (b) that certain escrow/settlement account maintained by Xxxxxxx Xxxxx & Associates Inc. with account number 00000000, so long as (i) such account is only used to hold funds to repurchase shares of Helix, (ii) funds deposited therein do not remain in such account for more than two Business Days, and (iii) such repurchases constitute Distributions otherwise permitted under Section 10.2.3, and (c) any Deposit Account described in and required by Section 8.2.5(e).
Excluded Account. The Borrower and its Subsidiaries shall not fund the Excluded Account with any cash from any other deposit accounts of the Borrower or any Subsidiary (other than amounts that are transferred to the Excluded Account on or before the First Amendment Effective Date), provided that, if funds that are eligible for deposit into the Excluded Account pursuant to Section 5.8 are mistakenly deposited into another deposit account of the Borrower or any Subsidiary, such funds may be transferred into the Excluded Account with the prior consent of the Administrative Agent after receipt by the Administrative Agent of sufficient evidence regarding such mistake.
Excluded Account. (i) a deposit account used exclusively used for payroll, payroll taxes or employee benefits, or (ii) a xxxxx cash account containing not more than $75,000 individually at any time or $200,000 in the aggregate for all such xxxxx cash accounts. Excluded Tax: means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by a Recipient’s net income (however denominated), franchise Taxes and branch profit Taxes in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of a Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax, or (ii) constituting Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which; (i) such Lender acquires such interest in the Loan or Commitment (except pursuant to an assignment request by AGM or Agent under Section 12.4); or (ii) such Lender changes its Lending Office, unless the Taxes were payable to its assignor immediately prior to such assignment or to the Lender immediately prior to its change in Lending Office; (c) Taxes attributable to such Recipient’s failure to comply with Section 5.9 and (d) U.S. federal withholding Taxes imposed pursuant to FATCA.
Excluded Account. The definition of “Excluded Account” set forth in the Loan Agreement is hereby amended by deleting clause (b)(iii) thereof in its entirety and replacing it with the following:
Excluded Account. (i) any account used exclusively for payroll, payroll taxes or employee benefits (including that certain investment account with Wilmington Trust relating to the Company's deferred compensation program), (ii) any "zero balance" account or similar "master account" used primarily as an operating or funding account containing de minimus balances in the Ordinary Course of Business, and (iii) any other account containing not more that $100,000 at any time and not more than $500,000 in the aggregate for all such accounts. Excluded Tax: with respect to Agent, any Lender, LC Issuer or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or Canada or any similar tax imposed by any other jurisdiction in which any Borrower is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax; and (e) any Canadian withholding tax that is (i) required pursuant to the laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent such Lender (or its assignor, if any) was entitled at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax.
Excluded Account any Deposit Account (a) that is used for the sole purpose of making payroll and withholding tax payments related thereto and other employee wage and benefits payments and accrued and unpaid employee compensation payments (including salaries, wages, benefits and expense reimbursements, 401(k) and other retirement plans and employee benefits, including rabbi trusts for deferred compensation and health care benefits); (b) that is used for the sole purpose of paying taxes, including sales taxes; (c) that is used solely as an escrow account, a fiduciary or a trust account or otherwise held exclusively for the benefit of an unaffiliated third party; or (d) that is not otherwise subject to the provisions of this definition and, individually or together with any other Deposit Account, has an average daily balance for any fiscal month of less than $500,000 in the aggregate for all such Deposit Accounts under this clause (d).
Excluded Account a Deposit Account or Investment Account used exclusively for the purpose of making payroll, payroll tax, retirement or employee benefit payments.
