(b) If and to the extent any of the Security Accounts is deemed not to be a securities account under the UCC, such Security Accounts shall be considered Security Accounts and the Depository agrees to hold such Security Accounts as “Deposit Accounts” (as defined in Section 9-102(a)(29) of the UCC) held by the Company, the depositary being a “Bank” (as defined in Article 9-102(a)(8) of the UCC). The depositary shall credit to such collateral accounts all assets received under this Agreement, including all income from interest, dividends and other income received on assets held in collateral accounts. The depositary shall manage and administer collateral accounts in strict compliance with all conditions applicable to collateral accounts under this Agreement. The depositary shall exercise the same care in the management of funds held in collateral accounts and investments acquired with such funds, in accordance with the provisions of this Agreement, which the depositary carries out in the ordinary course of its business by managing other funds and investments for its own account and in accordance with the provisions of applicable law. The depositary is not a party to an agreement under which it agrees with any person other than Ormat or the Company to comply with any authorization order or instruction of that person with respect to any of the collateral accounts and the other collateral account that is the subject of this agreement, and will not perform it, will not deliver or otherwise be bound by it. My clients are often small and medium-sized technology companies, from the “idea phase” to clients who may have raised one or three rounds of capital and need to clean up a messy cap table. I help with all growth-related legal matters that keep founders up at night – hiring employees, allocating shares, shareholder and investor relations, negotiating with clients, and advising on early litigation (before needing a litigator). I`ve seen a lot, and because I run my own business, I understand the worries that keep you up at night. I`ve been through, alone and through other clients, the “start-up issues” that will inevitably arise as you grow – and I`m here to help. I have over 20 years of international experience in developing and implementing strong corporate law strategies and governance for large multinationals. I now focus on start-ups and mid-stage technology companies to create a solid legal foundation for your successful business.
Many of my clients are international with U.S. holding companies or presences. My 17 years abroad help me “translate” between different regimes and even bring together civil and common law lawyers. I regularly handle seed financing, including convertible, seed and Series A/B financings; commercial and technology contracts; international transactions; Tax; Mergers and acquisitions. The Company, Ormat and the Depositary agree that, for the purposes of the UCC, notwithstanding as otherwise provided in other agreements governing the establishment and operation of the Security Accounts, the laws of the State of New York shall govern the establishment and operation of the Security Accounts and that the State of New York: (i) the “jurisdiction of the securities dealer” (as defined in Section 8-110(e) of the UCC) of the custodian with respect to the Security Accounts; are securities accounts and any related security, and (ii) the “jurisdiction of the bank” (as defined in sections 9-304(b) of the UCC) of the depositary with respect to collateral accounts that are deposit accounts. Thomas Codevilla is a partner at SK&S Law Group, where he focuses on privacy, security, commercial contracts, corporate finance and intellectual property. Read more about Skandslegal.com Thomas` clients range from startups to large corporations. He specializes in working with companies to build risk-based privacy and security systems from scratch. He has extensive experience with GDPR, CFA, COPPA, FERPA, Caloppa and other government data protection laws. He holds the CIPP/US and CIPP/E designations from the International Association of Privacy Professionals. In addition to his privacy practice, he brings a decade of experience in public and private transactions, including incorporation, financing, mergers and acquisitions, corporate governance, securities, intellectual property licensing, manufacturing, regulatory compliance, international distribution, contracts in China and software-as-a-service agreements.
(a) The depositary hereby accepts and confirms that it has established the collateral accounts set forth and defined in this Agreement. The depositary shall promptly credit the collateral accounts of all assets delivered to it in accordance with this Agreement. The custodian may not change the name or account number of a guarantee account without the prior written consent of Ormat. Post a project on the ContractsCounsel marketplace to get free quotes from lawyers to draft, review or negotiate account agreements. All lawyers are approved by our team and reviewed by our clients so you can explore them before you hire them. The following Sub-Accounts are established and created in the Revenue Account: (the “Transfer Date”) (by wire transfer or internal transfer between Collateral Accounts, if applicable) to the extent that they are then available in the Revenue Account and not separated from it in a separate Sub-Account or otherwise for a particular purpose, upon receipt by the Depositary of a Certificate of Payment from the Company three (3) business days prior to the Transfer Date, specifying the amounts to be withdrawn from the Revenue Account and the amounts to be transferred under this Section 3.01(c) under this Agreement in the following order of priority, all in accordance with this Certificate of Withdrawal: Lawyers with experience working on account agreements will work with clients to assist them. Need help with an account agreement? “Eligible Local Operating Account” means a Demand Deposit Account (other than collateral accounts) established by the Company with an FDIC-insured bank or financial institution with prior notice to Ordat; provided that, from the date of the second phase, each of these current accounts is subject to a control agreement or other arrangements of form and content satisfactory to Ormat. (a) Submission to Jurisdiction. Any legal action or proceeding relating to this Agreement shall be brought in (i) the courts of the State of New York in the County of New York, (ii) the United States District Court for the Southern District of New York, (iii) the Third Judicial District of the State of Utah, the District Court of Salt Lake City, or (iv) the United States District Court for the District of Utah. and by entering into and delivering this Agreement, each party irrevocably acquires for itself and its property, generally and unconditionally, the jurisdiction of the foregoing courts.