Securities Accounts (i) shall mean all “securities accounts” as defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts” (as such schedule may be amended or supplemented from time to time).
Accounts means all presently existing and hereafter arising accounts, contract rights, and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower's Books relating to any of the foregoing.
Accounts Relief means any Relief taken into account in computing and so reducing or eliminating any provision for Tax (including deferred Tax) which appears in the balance sheet in the Completion Accounts or which was taken into account in the Completion Accounts as an asset;
Intercompany Accounts has the meaning set forth in Section 2.03(a).
Deposit Accounts means any “deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit.
Accounts Receivable means in respect of any Person, (a) all trade accounts and notes receivable and other rights to payment from customers and all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or otherwise disposed of or services rendered to customers, (b) all other accounts and notes receivable and all security for such accounts or notes, and (c) any claim, remedy or other right relating to any of the foregoing.
Account Records is defined in Section 1(a)(i) of the Administration Agreement.
Investment Accounts means the Collateral Account, Securities Accounts, Commodities Accounts and Deposit Accounts.
Eligible Accounts Receivable means only such accounts receivable of the Borrower as the Bank, in its sole discretion, shall deem eligible. Without limiting the discretion of the Bank to consider any account receivable not to be an Eligible Account Receivable, and by way of example only of the types of accounts receivable that the Bank will consider not to be Eligible Accounts Receivable, notwithstanding any earlier classification of eligibility, the following accounts receivable shall not be considered Eligible Accounts Receivable: (i) any account receivable which is not paid in full within 90 days after it is created; (ii) any account receivable as to which any warranty is breached; (iii) any account receivable as to which the account debtor or other obligor disputes liability or makes any claim; (iv) any account receivable owed by any officer, director or shareholder of the Borrower or any of their relatives or any partnership, corporation, association, joint venture or other business entity wholly or partly owned or controlled directly or indirectly by the Borrower or any of them or any of their relatives; (v) any account receivable owed by any person as to whom a petition in bankruptcy or other application for relief is filed under any bankruptcy, reorganization, receivership, moratorium, insolvency or s law; (vi) any account receivable owed by any person who makes an assignment for the benefit of creditors, becomes insolvent, fails, suspends business, or goes out of business; (vii) any account receivable owed by the United States government or any agency of the United States government; (viii) any account receivable owed by any person if 10% or more in amount of the accounts receivable owed by such person to the Borrower are considered ineligible; (ix) consignment receivables; (x) bonded receivables; (xi) any account receivable constituting a retainage; (xii) any account receivable for goods which have not been shipped or work which has not been fully performed; (xiii) any account receivable owed by any person outside the United States of America, except account debtors approved in writing by the Bank (approved foreign account debtors are described on Exhibit B) ; (xiv) any account receivable owed by any person with whose creditworthiness the Bank becomes dissatisfied; and (xv) any account receivable in which the Bank does not have a perfected security interest constituting a first hen. In the event the Borrower owes any amount to any person that owes an account receivable to the Borrower, such amount owed by the Borrower shall be deducted from that portion of the account receivable which would otherwise qualify as an Eligible Account Receivable and only the difference thereof shall be considered an Eligible Account Receivable. No account receivable which does not qualify as an Eligible Account Receivable shall be considered an Eligible Account Receivable unless the Bank, upon the written request of the Borrower, states in writing that such account receivable is to be considered an Eligible Account Receivable.
Management Accounts means the unaudited balance sheet of the Seller as at the Management Accounts Date and the unaudited statements of profit and loss of the Seller for the period commencing from 1st January 2007 and ended on the Management Accounts Date prepared in accordance with US GAAP and in a manner consistent with past practice, copies of which are annexed hereto as Exhibit B.
Series Accounts means, collectively, the Finance Charge Account, the Principal Account, the Principal Accumulation Account, the Distribution Account, the Reserve Account and the Spread Account.
Intercompany Account means any receivable, payable or loan between any member of the Ensign Group, on the one hand, and any member of the Pennant Group, on the other hand, that exists prior to the Effective Time and is reflected in the records of the relevant members of the Ensign Group and the Pennant Group, except for any such receivable, payable or loan that arises pursuant to this Agreement or any Ancillary Agreement.
Accounts Payable means all trade and other accounts payable, including accrued expenses, owed by the Company.
Special Accounts means the accounts referred to in Section 2.02 (b) of this Agreement.
Trade Accounts Payable means accounts payable or other obligations of the Company or any Restricted Subsidiary to trade creditors created or assumed by the Company or such Restricted Subsidiary in the ordinary course of business in connection with the obtaining of goods or services.
Mortgagor Accounts As defined in Section 3.07(a) of this Agreement.
Management Accounts Date means 30 September 2023;
Chattel Paper means chattel paper (as that term is defined in the Code), and includes tangible chattel paper and electronic chattel paper.
Securities Account is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.
Reserve Accounts means the Tax and Insurance Reserve Account, the Leasing Reserve Account or any other escrow account established by the Loan Documents.
Excluded Accounts means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).
Collection Accounts As defined in Section 3.10(a).
Custodial Accounts Each Custodial Account (other than an Escrow Account) established and maintained by a Servicer pursuant to a Servicing Agreement with respect to the Mortgage Loans.
Disbursement Accounts has the meaning ascribed to it in Annex C.
Eligible Accounts means Accounts which arise in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts shall not include:
Cash Management Accounts means the bank accounts of each Loan Party maintained at one or more Cash Management Banks listed on Schedule 8.01.