07Accounts Receivable and Payable Sample Clauses

07Accounts Receivable and Payable. Schedule 3.07 contains all of Foreland’s accounts payable and accounts receivable as of a date August 31, 2022, as well as an estimate of those accounts as of the Closing Date. The accounts receivable report is sorted by account age, grouping accounts into 30 Day, 60 Day, and 90+ Day categories. The accounts payable report is sorted by distance from due date, grouping accounts into Past Due, Current, 30 Day, 60 Day, and 90+ Day groups. Seller shall deliver to Buyer a final schedule disclosing all of ▇▇▇▇▇▇▇▇’s accounts payable and accounts receivable as of the Closing Date no later than fifteen (15) days after the Closing. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any account receivable, and there is no contest, dispute, defense or right of set-off, other than returns in the ordinary and usual course of business consistent with past practice, with respect to any account receivable. Seller and Buyer hereby acknowledge and agree that: (a) any accounts receivable (or applicable portion thereof as promptly determined in good faith by Buyer and Seller) (the “Pre-Closing Accounts Receivable”), and (b) any and all expenditures relating to the Business (or applicable portion thereof as promptly determined in good faith between Buyer and Seller (the “Pre-Closing Liabilities”), in each case up to and including the Closing Date, shall be for the account of Seller. Subsequent to the Closing Date, Buyer will, and will cause Foreland to, use all commercially reasonable efforts to collect the Pre-Closing Accounts Receivable. On the date on which ▇▇▇▇▇▇▇▇’s balance sheet is reviewed and reconciled to September 30, 2022, but in any case not longer than thirty (30) days from the Closing Date, (the “Release Date”), Buyer shall remit to Seller an amount equal to the Pre-Closing Accounts Receivable collected by Buyer prior to such date net of any unsatisfied Pre-Closing Liabilities (the “Pre-Closing Accounts Receivable Excess Amount”). In the event that the amount of unsatisfied Pre-Closing Liabilities exceeds the amount of Pre-Closing Accounts Receivable collected by Buyer as at such date, such shortfall shall be borne by Seller and Seller shall be liable, and shall indemnify Buyer, for any such shortfall. If any Pre-Closing Accounts Receivable are received or collected by Buyer or Foreland after the Release Date, such amounts will be promptly paid to Seller. Notwithstanding anything herein to...