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Bank Accounts
Bank Accounts contract clause examples
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UK Bank Accounts. Borrowers shall, on or prior to the date that is ninety (90) days after the Closing Date (or such later date as Agent may agree), deliver to Agent evidence satisfactory to Agent that # all of the Loan Parties’ bank accounts located in the United Kingdom and maintained at JPMorgan Chase Bank or any bank other than Wells Fargo have been closed, # new bank accounts have been established at , London branch, and # such new bank accounts are being used by Dutch Guarantor and other Loan Parties, and include separate bank accounts established solely for the purpose of receiving payments on Accounts owing to Dutch Guarantor and proceeds of other Collateral of the Dutch Guarantor.

Bank Accounts Schedule. [Schedule 4.15] lists all bank accounts, safety deposit boxes and lock boxes (designating each authorized signatory with respect thereto) for the Seller Entities.

Deposit in Bank Accounts. To the extent permitted by contract and applicable law, deposit all collection from payments and accounts receivable generated by billings and claims for reimbursement arising from sales of Wound Care Products, except Government Receivables, directly into a depository bank account in the name of Provider (the “Operating Account”) with banking institution(s) selected by Manager after consultation with Provider (the “Provider Bank”), which account is in the name of Provider to which Manager also has signature authority. Manager shall deposit, and use its best efforts to cause to be deposited all Government Receivables into the Provider Lockbox Account, which shall be in the name of and under the direction and control of Provider. Manager shall not deposit, and shall use its best efforts to cause to not be deposited, into the Provider Lockbox Account any payments other than payments on Government Receivables without the prior written consent of the Provider. If Manager directly receives any payments on Government Receivables, it shall remit such funds to the Provider Lockbox Account and send to the Provider or its designee clear copies of all remittance advices accompanying such payments or a notice of the amount received, if no remittance advice accompanies such payment. On a daily basis, or at such intervals as the Provider and Manager shall otherwise mutually agree, amounts received in the Provider Lockbox Account shall be swept or transferred into the Operating Account. Provider shall instruct the Provider Lockbox Account bank to institute such sweep function.

Other Bank and Securities Accounts. Upon # the establishment of any bank or securities account (in addition to the Project Accounts set forth hereunder) in which the Borrower has any right, title or interest and which is established in any way in connection with the Systems, and # any changes in the account number or other identifying attributes of any Project Account or such other bank or securities account, and at any other time and from time to time when reasonably requested by the Lender, the Borrower shall execute and deliver to the Lender, as security for the Obligations, such amendments or supplements to this Agreement and any other documents as are necessary or reasonably appropriate that are so requested by the Lender to create and perfect: # in the case of all Project Accounts, a first-priority Lien (subject only to Permitted Liens) in favor of the Lender; and # in the case of any other bank or securities account, a first-priority Lien (subject only to Permitted Liens) in favor of the Lender, over the Borrower’s right, title and interest in and to such Project Account or such other bank or securities account, from time to time as security for the Obligations.

The Accounts Bank, acting as securities intermediary, will have the obligations of a “securities intermediary” under Article 8 of the UCC, and acting as a bank with respect to the Project Accounts, will have the obligations of a “bank” under [Article 9] of the UCC. The Accounts Bank will also have those duties and responsibilities expressly set forth in this Agreement, and no additional duties, responsibilities, obligations or liabilities shall be inferred from the provisions of this Agreement or imposed on the Accounts Bank. The Accounts Bank will act at the written direction of the Lender and, as expressly provided in this Agreement, the Borrower, but will not be required to take any action that is contrary to this Agreement or applicable Law or that, in its reasonable judgment, would involve it in expense or liability, unless it has been furnished with adequate indemnity and/or security against such expense or liability. The Accounts Bank will have no responsibility to ensure the performance by any other party of its duties and obligations hereunder. The Accounts Bank will use the same care with respect to the safekeeping and handling of property held in the Project Accounts as the Accounts Bank uses in respect of property held for its own sole benefit. The provisions of this Article 7 are solely for the benefit of the Accounts Bank and the Lender.

Reliance by the Accounts Bank. The Accounts Bank shall be entitled to rely upon, and shall not (nor shall any of its directors, officers, employees or agents) incur any liability for relying upon, any notice, request, certificate (including, but not limited to, Funds Withdrawal/Transfer Certificates and Insurance, Condemnation and Extraordinary Proceeds Request Certificates, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person and the Accounts Bank shall not be liable for anything it may do or refrain from doing in connection with its duties or obligations hereunder except as a result of its own gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction. The Accounts Bank also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Accounts Bank may consult with legal counsel (who may be counsel for the Borrower) and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel. The Accounts Bank may at any time and from time to time solicit written instructions in the form of directions from the Lender or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement.

Post Closing Payments; Bank Accounts. If, and to the extent that, after the Closing Date, any of the Seller Parties receive any payments for any Accounts Receivable or with respect to any other Acquired Assets (including, without limitation, any such payment that is made into the accounts of Seller with any bank, broker, or other depository institution (the “Bank Accounts”)), the Seller Parties promptly will: # pay to Purchaser such amounts; and # provide Purchaser with any documents received with such payments. Any such amounts received by the Seller Parties will be held in trust for Purchaser. Any cash (including, without limitation, any cash with respect to Accounts Receivable or any of the other Acquired Assets) paid or deposited into the

Individual Accounts or Accounts. The separate accounts (the Deferred Compensation Account and the Share Account) described in Section 7 hereof. When used in the singular, the term shall refer to one of these two accounts, as the context requires.

Bank Accounts. The Obligors shall maintain their bank accounts only at the Bank and shall maintain no other bank accounts without the Bank's written approval.

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