Client Trust Accounts definition
Examples of Client Trust Accounts in a sentence
All amounts due to clients of Parent or any of the Subsidiaries for collections made by the Seller Parties as of the date hereof have either been remitted to the proper clients or have been deposited in escrow accounts ("Client Trust Accounts") maintained by Parent or a Subsidiary, the rights of Parent and the Subsidiaries, as applicable in respect of which Client Trust Accounts are being transferred to Purchaser on the date hereof.
The cash assets held in Client Trust Accounts are sufficient to satisfy the customer accounts payable and as of the Closing Date all of Seller Parties' customers will have been paid in full or the cash assets held in Client Trust Accounts will be sufficient to satisfy all customer accounts payable as of the Closing Date.
Section 5.5(a) of the Seller Disclosure Letter sets forth an accurate and complete list of all bank accounts, other accounts, certificates of deposit, marketable securities, other investments, safe deposit boxes, lock boxes and safes where any Client Trust Accounts are maintained and the names of all officers, employees or other individuals who have access thereto or who are authorized to make withdrawals therefrom or dispositions thereof.
The provisions of this Section 9.10 shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower as such and (ii) Client Trust Accounts.
Notwithstanding anything to the contrary herein or in any schedule hereto, Purchaser shall not acquire any of the Seller Parties' Client Trust Accounts (including any Excess Trust Cash therein) and such Client Trust Accounts shall be Excluded Assets hereunder.
Notwithstanding anything in this Guaranty or any rights arising between Guarantor and Bank in any other agreement or by operation of law or statute, Bank hereby waives any lien or right of setoff with respect to any Client Trust Accounts (as defined in the Loan Agreement), except for any lien or right of setoff securing Bank’s standard fees with respect to the maintenance of such Client Trust Accounts.
Notwithstanding anything in this Security Agreement or any rights arising between Borrower and Agent in any other agreement or by operation of law or statute, Agent hereby waives any lien or right of setoff with respect to any Client Trust Accounts, except for any lien or right of setoff securing Agent’s or any Cash Management Bank’s standard fees with respect to the maintenance of such Client Trust Accounts.
Bank may also make deductions from any of Borrower’s other deposit accounts to recover any amounts owing pursuant to this Agreement, excluding all Client Trust Accounts.
Computershare may also request the Client to provide information about payments to and from the Client Trust Accounts and to complete or update information and documents which the Client agrees to provide.
The provisions of this Section 7.06 shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s or any Loan Party’s employees and identified to Administrative Agent by Borrower or such Loan Party as such and (ii) Client Trust Accounts.