Controlled Account Sample Clauses

Controlled Account. Enter into a control agreement in respect of the Controlled Account in form and substance reasonably satisfactory to the Borrower and the Administrative Agent on or prior to the Closing Date (or such later date as the Administrative Agent may agree).

Controlled Account. The Borrower shall not use any funds held in the Controlled Account for any purpose other than purchasing any remaining equity interests in the Target, prepaying the Loans pursuant to Section 2.05(2)(k) hereof and paying any Transaction Expenses incurred in connection therewith.

Controlled Account. (a) The Secured Party may require the Grantor to open and maintain a bank account at a bank and branch approved by the Secured Party on terms that: (1) nominated Officers of the Secured Party must be signatories to the Controlled Account; (2) no withdrawals can be made from the Controlled Account without the signature of one of those Officers; (3) funds may be disposed of from the Controlled Account at the direction of the Secured Party without further consent by the Grantor; and (4) depositing an amount in the Controlled Account will not result in any person coming under a present liability (within the meaning of section 341(3)(d) of the PPSA) to pay: · the Grantor; or · a Related Body Corporate of the Grantor. (b) If the Secured Party is not the Designated Bank, the Grantor must cause the Designated Bank to enter into an agreement between the Designated Bank, the Grantor and the Secured Party in form and substance satisfactory to the Secured Party in which the Designated Bank agrees that: (1) it will comply with and give effect to the terms set out in clause 2.4(a); (2) it has no Encumbrance or other interest in the Controlled Account and it waives all rights of set-off and combination in respect of the Controlled Account; (3) if despite clause 2.4(b)(2) it has any Encumbrance or other interest in the Controlled Account, that Encumbrance or other interest is subordinated in right and priority of payment to the Secured Party's Encumbrance or other interest and will not be exercised without the Secured Party’s consent; and (4) it agrees that the laws specified in clause 12.5(b) will govern the Secured Party’s PPSA Security Interest in the Controlled Account.

Controlled Account. The Loan Parties agree, within forty-five (45) days after the Closing Date, to maintain an Account Control Agreement in favor of the Collateral Agent with respect to the Controlled Account.

Controlled Account. On Closing, an agent of the Lender shall be granted joint authority over the Controlled Account for purposes of (i) funding Draws into such Controlled Account, (ii) remitting payments from such Controlled Account in accordance with the use of proceeds set forth in Section 2.2(f) hereof and (iii) applying amounts set forth in such Controlled Account towards the Obligations hereunder. The Borrower shall not remove the Lender’s agent as an authorized party with respect to the Controlled Account or otherwise frustrate the Lender’s disbursements and applications of amounts set forth in such Controlled Account as set forth herein. The Borrower shall cause the Bank at which such Controlled Account is held to require authorization from each of an agent of the Lender and an agent of the Borrower to withdraw or disburse funds from the Controlled Account. The Borrower shall not open or maintain any other account for the purpose of conducting its and its Affiliates’ SARS-CoV-2 Testing Business other than the Controlled Account, and the Borrower shall take any and all actions necessary to ensure that the proceeds of the SARS-CoV-2 Testing Business are deposited in the Controlled Account.

Controlled Account. The Companies hereby acknowledge and agree that (i) except as agreed to by the Agent in writing, all account debtors of the Companies will be instructed to send payment to the Post Office Boxes (as defined in the Agency Account Agreement) maintained by Account Agent, and all payments from account debtors will be deposited initially into the Lockbox Accounts (as defined in the Agency Account Agreement) maintained by Account Agent, and (ii) MSSC will maintain at all times instructions to Account Agent to sweep daily all available funds in the Deposit Accounts to a deposit account maintained with the Revolver Agent (or Agent, to the extent the Revolver Agent is no longer a party thereto) for this purpose.

Controlled Account each Deposit Account of the Borrower or any Restricted Subsidiary that is subject to a Deposit Account Control Agreement, (b) each Securities Account of the Borrower or any Restricted Subsidiary that is subject to a Securities Account Control Agreement and (c) each Commodity Account of Borrower or any Restricted Subsidiary that is subject to a Commodity Account Control Agreement.

Controlled Account. The Borrower shall maintain on deposit in the Controlled Account (i) from October 28, 2011, through May 31, 2012, an amount not less than $37,000,000, and (ii) from June 1, 2012, and thereafter, until the Senior Subordinated Notes have been redeemed in full, an amount not less than 50% of the outstanding principal balance of the Senior Subordinated Notes as of June 1, 2012.

Controlled Account any of the provisions of the Control Agreement shall, for any reason cease to be valid, binding and enforceable in accordance with its terms or the Controlled Account or any funds therein are subject to any Lien or other rights of a Person other than (i) the Lien in favor of the Administrative Agent and the Second Lien Administrative Agent, (ii) the Liens permitted under Section 6.01(b), (iii) Lien in favor of the depository bank in accordance with the terms of the Control Agreement, and (iv) the rights of the Borrower to the funds held therein subject to the restrictions in Section 6.25 and the terms thereof;