Restricted Account Agreement Sample Contracts

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Micro Component Technology – Restricted Account Agreement (August 12th, 2008)

This Restricted Account Agreement (this Agreement) is entered into this 31st day of July 2008, by and among CAPITAL ONE, N.A., a National Association operating under the laws of the United States with offices at 404 5th Ave, NYC, New York 10018 (together with its successors and assigns, the Bank), MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation with offices at 2340 West County Road C, St. Paul, Minnesota 55113-2528 (together with its successors and assigns, the Company), and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation as administrative and collateral agent for each lender (Lenders) under the Securities Purchase Agreement dated as of July 31, 2008 by and among, LV, the lenders party thereto from time to time (collectively, with their respective successors and assigns, LV), and the Company (as amended, modified or supplemented from time to time, the Purchase Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided s

Pervasip Corporation – Contract (October 10th, 2007)

Exhibit 10.10 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (as amended, restated or supplemented from time to time, this Agreement) is entered into this 28th day of September, 2007, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), ELEC COMMUNICATIONS CORP., a New York corporation with offices at 75 South Broadway Suite 302, White Plains, New York 10601 (together with its successors and assigns, the Company), and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation (together with its successors and assigns, the Agent). WHEREAS, the Company, the Agent, Calliope Capital Corporation (Calliope), Valens Offshore SPV II, Corp. (Valens) and certain other purchasers (together with Calliope and Valens, colle

Restricted Account Agreement (July 19th, 2007)
Trueyou.Com – Restricted Account Agreement (May 11th, 2007)

This Restricted Account Agreement (this Agreement) is entered into this 4th day of May, 2007, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), TRUEYOU.COM INC., a Delaware corporation with offices at Building No. 501, Fifth Floor, 7 Corporate Park, Norwalk, Connecticut 06851 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Micro Component Technology – Restricted Account Agreement (April 2nd, 2007)

This Restricted Account Agreement (this Agreement) is entered into this 29th day of March 2007, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), MICRO COMPONENT TECHNOLOGY, INC., a Minnesota corporation with offices at 2340 West County Road C, St. Paul, MN 55113-2528 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Biovest International – Amendment and Consent to Release (August 8th, 2006)

This Amendment and Consent to Release (this Amendment), dated as of August 2, 2006, among Biovest International, Inc. a Delaware corporation (Biovest or, the Company), Biovax, Inc., a Florida corporation and a wholly-owned subsidiary of the Company (Biovax and, together with the Company, the Credit Parties and each, a Credit Party) and Laurus Master Fund, Ltd., a Cayman Islands company (Laurus) amends (x) that certain Restricted Account Side Letter, dated as of March 31, 2006 by and between the Company and Laurus (as amended, modified or supplemented from time to time, the Side Letter Agreement), which is entered into in connection with that certain Restricted Account Agreement dated as of March 31, 2006, among the Company, North Fork Bank and Laurus (as amended, modified or supplemented from time to time, the Restricted Account Agreement) and (y) that certain Secured Promissory Note, issued in the initial face amount of $7,799,000 by the Company to Laurus as of March 31, 2006 (as amen

Trueyou.Com – Restricted Account Agreement (July 6th, 2006)

This Restricted Account Agreement this Agreement) is entered into this 30th day of June 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), TRUEYOU.COM INC., a Delaware corporation with offices at [Insert Address] (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Pervasip Corporation – Contract (June 8th, 2006)

Exhibit 10.5 RESTRICTED ACCOUNT AGREEMENT ---------------------------- This Restricted Account Agreement (this "Agreement") is entered into this 31st day of May, 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), ELEC COMMUNICATIONS CORP., a New York corporation with offices at 75 South Broadway Suite 302, White Plains, New York 10601 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided su

National Investment Managers – Contract (June 5th, 2006)

RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 30th day of May, 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), NATIONAL INVESTMENT MANAGERS INC., a Florida corporation with offices at 830 Third Avenue, 14th Floor, New York, NY 10022 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, Laurus has provided financing to the Company, which financing is evidenced by a Securities Purchase Agreement, of eve

Biovest International – Restricted Account Agreement (April 6th, 2006)

This Restricted Account Agreement (this Agreement) is entered into this 31st day of March 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), BIOVEST INTERNATIONAL, INC., a Delaware corporation with offices at 377 Plantation Street, Worcester, MA 01605 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Accentia Biopharmaceuticals, Inc. – Restricted Account Agreement (April 6th, 2006)

This Restricted Account Agreement (this Agreement) is entered into this 31st day of March 2006, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), BIOVEST INTERNATIONAL, INC., a Delaware corporation with offices at 377 Plantation Street, Worcester, MA 01605 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at c/o M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Corgenix Medical – Form of Restricted Account Agreement (June 24th, 2005)

This Restricted Account Agreement (this Agreement) is entered into this 19th day of May, 2005, by and among [BANK], a New York banking corporation with offices at [ADDRESS] (together with its successors and assigns, the Bank), CORGENIX MEDICAL CORPORATION, a Nevada corporation with offices at 12061 Tejon Street, Westminster, Colorado 80234 (together with its successors and assigns, the Company), and [PURCHASERS] (Purchasers). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Elinear Inc – Restricted Account Agreement (March 3rd, 2005)

This Restricted Account Agreement (this "Agreement") is entered into this 28th day of February 2005, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), ELINEAR, INC., a Delaware corporation with offices at 2901 West Sam Houston Pkwy North, Suite E-300, Houston Texas 77043 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Creative Vistas Inc – Contract (February 2nd, 2005)

Exhibit 10.12 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 30th day of September 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), CREATIVE VISTAS, INC., an Arizona corporation with offices at 2100 Forbes Street, Units-8-10, Whitby, Ontario, L1N 9T3 Canada(together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, Laurus has provided financing to the Company, which financing is

Coach Industries Group Inc – Restricted Account Agreement (January 19th, 2005)

This Restricted Account Agreement (this Agreement) is entered into this 29th day of September, 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), COACH INDUSTRIES GROUP, INC., a Nevada corporation with offices at 12555 Orange Drive, Suite 261, Davie, Florida 33330 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Edge Group – Restricted Account Agreement (October 26th, 2004)

This Restricted Account Agreement (this Agreement) is entered into this 30 day of July 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), AXTIVE CORPORATION, a Delaware corporation with offices at 5001 LBJ Freeway, Suite 275 Dallas, TX 75244 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Contract (September 7th, 2004)

EXHIBIT 10.2 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 31st day of August 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), Trinity Learning Corporation, a Utah corporation with offices at 1831 Second Street, Berkeley, CA 94710 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, Laurus has provided financing to the Company, which financing is evidenced by a Securities Purchase Agreement (as amended, modifi

Restricted Account Agreement (August 12th, 2004)
Datalogic International – Contract (July 9th, 2004)

Exhibit 10.9 RESTRICTED ACCOUNT AGREEMENT This Restricted Account Agreement (this "Agreement") is entered into this 25th day of June 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), DATALOGIC INTERNATIONAL, INC., a Delaware corporation with offices at 18301 Von Karman, Suite 250, Irvine, California 92612 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, Laurus has provided financing to the Company, which financing is evidenced by a Securities Purchase Agreement (as amended

Enerlume Energy Management – Contract (July 6th, 2004)

EXHIBIT 10.70 RESTRICTED ACCOUNT AGREEMENT ---------------------------- This Restricted Account Agreement (this "Agreement") is entered into this 23rd day of June 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), HOST AMERICA CORPORATION, a Colorado corporation with offices at 2 Broadway, Hamden, CT 06518 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, Laurus has provided financing to the Company, which financing is evidenced by a Securities Purc

Secured Digital Applications – Contract (June 8th, 2004)

Exhibit 10.9 RESTRICTED ACCOUNT AGREEMENT ---------------------------- This Restricted Account Agreement (this "Agreement") is entered into this 28th day of May 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), SDA AMERICA, INC., a Delaware corporation with offices at 230 Park Avenue, 10th Floor, New York, NY 10169 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, the Company has issued Series A Preferred to Laurus, which Series A Preferred i

Vertical Health Solutions Inc – Restricted Account Agreement (June 4th, 2004)

This Restricted Account Agreement (this Agreement) is entered into this 27th day of May 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the Bank), Vertical Health Ventures, Inc., a Delaware corporation with offices at 855 Dunbar Avenue, Oldsmar, Florida 34677 (together with its successors and assigns, the Company), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, Laurus). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Hull Energy Inc – Contract (May 25th, 2004)

EXHIBIT 10.11 RESTRICTED ACCOUNT AGREEMENT ---------------------------- This Restricted Account Agreement (this "Agreement") is entered into this 14th day of May 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), XSTREAM BEVERAGE GROUP, INC., a Nevada corporation with offices at 4800A Northwest 15th Avenue, Fort Lauderdale, FL 33309 (together with its successors and assigns, the "Company"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below. WHEREAS, Laurus has provided financing to the Company, which f

Mrs Fields Brand Inc – Restricted Account Agreement (April 30th, 2004)

This Restricted Account Agreement (the "Agreement"), dated as of the date specified at the end of this Agreement, is entered into among Mrs. Fields Famous Brands, LLC, a Delaware limited liability company ("Company"), The Bank of New York, as Trustee (the "Trustee"), for its benefit and the benefit of the Holders (the "Holders"), under and as defined in that certain Indenture, dated as of March 16, 2004 (the "Indenture"), among, inter alia, the Company, Mrs. Fields Financing Company, Inc., a Delaware corporation (the "Co-issuer" and, together with the Company, the "Issuers"), each subsidiary of the Company party thereto and the Trustee ("Secured Party") and the Wells Fargo Bank identified in the signature block at the end of this Agreement ("Bank"), and sets forth the rights of Secured Party and the obligations of Bank with respect to the deposit account of Company at Bank identified at the end of this Agreement as the "Restricted Account" and in the name of "Mrs. Fields Famous Brands,

Playtex Manufacturing Inc – Restricted Account Agreement (April 30th, 2004)

This RESTRICTED ACCOUNT AGREEMENT (the Agreement) dated as of the date specified at the end of this Agreement is entered into among PLAYTEX PRODUCTS, INC. (Customer), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, in its capacity as trustee (together with its successors and assigns in such capacity, the Trustee), for the benefit holders of certain 8% Senior Secured Notes due 2011 of Customer (the Senior Notes) pursuant to the Indenture, dated as of February 19, 2004 (the Indenture), among the Customer, the Guarantors named therein and the Trustee and the Wells Fargo Bank identified in the signature block at the end of this Agreement (Wells Fargo), and acknowledged by each of the entities listed on Schedule I (collectively, the Guarantors), and sets forth the rights of the Trustee and the obligations of Wells Fargo with respect to the deposit account(s) of Customer at Wells Fargo identified as the Restricted Account(s) at the end of this Agreement. As used in this Agreement, the te

Mrs Fields Brand Inc – Restricted Account Agreement (April 30th, 2004)

This Restricted Account Agreement (the "Agreement"), dated as of the date specified at the end of this Agreement, is entered into among TCBY Systems, LLC, a Delaware limited liability company ("Company"), The Bank of New York, as Trustee (the "Trustee"), for its benefit and the benefit of the Holders (the "Holders"), under and as defined in that certain Indenture, dated as of March 16, 2004 (the "Indenture"), among, inter alia, Mrs. Fields Famous Brands, LLC, a Delaware limited liability company ("Brandco"), Mrs. Fields Financing Company, Inc., a Delaware corporation (the "Co-issuer" and, together with Brandco, the "Issuers"), each subsidiary of Brandco party thereto (including the Company) and the Trustee ("Secured Party") and the Wells Fargo Bank identified in the signature block at the end of this Agreement ("Bank"), and sets forth the rights of Secured Party and the obligations of Bank with respect to the deposit account of Company at Bank identified at the end of this Agreement as

Certified Services Inc – Restricted Account Agreement (April 23rd, 2004)

This Restricted Account Agreement (this "Agreement") is entered into this 15th day of April 2004, by and among NORTH FORK BANK, a New York banking corporation with offices at 275 Broadhollow Road, Melville, New York 11747 (together with its successors and assigns, the "Bank"), CERTIFIED SERVICES, INC., a Nevada corporation with offices at 501 NW 21st Avenue, Suite 350, Ft. Lauderdale, FL 33309 (together with its successors and assigns, "CSI"), and LAURUS MASTER FUND, LTD., a Cayman Islands corporation with offices at 825 Third Avenue, 14th Floor, New York, New York 10022 (together with its successors and assigns, "Laurus"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Purchase Agreement referred to below.

Riviera Holdings – Restricted Account Agreement (August 18th, 1997)