Account Receivables. (a) Seller will retain and be responsible for collecting on all account receivables for products delivered and services provided to customers prior to and at Closing (“Retained A/R”). Purchaser will purchase and be responsible for collecting on all account receivables for products delivered and services provided to customers after Closing.
(c) All account receivables for products sold but not yet delivered and services partially provided to customers prior to and at Closing will be prorated between Seller and Purchaser. The prorated amount between Seller and Purchaser will be calculated by Purchaser based on the percentage of work completed by Seller and Purchaser, respectively, in connection with the product sold and delivered, and the services rendered. Each party will be responsible for collection the portion of the account receivables allocated to that party. Seller’s prorated portion of the account receivables is included in the definition of “Retained A/R”.
Account Receivables. No amount exceeding $50,000 and payable to such Grantor under or in connection with any account is evidenced by any instrument, promissory note, chattel paper, and no account exceeding $50,000 has been settled by the account debtor granting to such Grantor Pledged Stock which has not been delivered to the Purchaser.
Account Receivables. (i) get in and realize all account receivables, book, other debts and sums of money owing to the Chargor charged pursuant to Section 2 in the ordinary course of its business;
(ii) pay directly to the Chargee, or if required by the Chargee, pay into a separate designated account or accounts (as the Chargee may require) with a bank approved by the Chargee, all sums of money which it may receive in respect of the account receivables, book debts and other debts charged pursuant to this Deed and pay or otherwise deal with such money standing in such account in accordance with any directions from time to time given in writing by the Chargee;
(iii) deal with such account receivables, book debts and other debts charged pursuant to this Deed in accordance with directions from time to time given in writing by the Chargee and, in default of and subject to any such directions, deal with the same only in the ordinary course of getting in and realizing the same (but not sell, assign, factor or discount the same in any way); and
(iv) permit any bank with whom an account referred to Clause 7.3.1(ii) is opened to furnish directly to the Chargee from time to time upon request full statements and particulars of all the Chargor’s accounts with it and such other financial statements and information respecting the assets and liabilities of the Chargor as are from time to time available to such bank;
Account Receivables. Following the Closing Date:
(a) if Seller or any of its Affiliates receives or collects any funds relating to any post-Closing accounts receivable of Buyer or any Purchased Asset, Seller shall, and shall cause its Affiliates, to, in good faith, use commercially reasonable efforts to remit such funds to Buyer; and
(b) if Rubicon or Buyer receives or collects any funds relating to any pre-Closing accounts receivable of Seller (including those in relation to the Purchased Assets) or any other Excluded Asset, Rubicon or Buyer, as applicable, shall, and shall cause its Affiliates, to, in good faith, use commercially reasonable efforts to remit such funds to shall remit any such funds to Seller.
Account Receivables. Section 4.11 of the Business Disclosure Schedule sets forth an accurate and complete list of all Receivables existing as of October 31, 2008. Each Receivable is (a) a valid and legally binding obligation of the account debtor enforceable in accordance with its terms, free and clear of all Encumbrances, except under Seller’s credit facilities, and to the Knowledge of Seller, is not subject to setoffs, adverse claims, counterclaims, assessments, defaults, prepayments, defenses, and conditions precedent; and (b) a true and correct statement of the account for merchandise actually sold and delivered to, or for services actually performed for and accepted by, such account debtor. All Receivables will be collected in due course, and none of Seller or the Members has Knowledge regarding any fact that would prohibit or prevent the collection thereof. In the event that any of the Receivables are not collected within ninety (90) days from the Closing Date, Purchaser shall provide notice to Seller of the Receivables that remain outstanding and the amount thereof. Purchaser and Seller shall mutually cooperate to collect the Receivables that remain outstanding and unpaid. In the event that, after one hundred and eighty (180) days from the Closing Date, any Receivable remains unpaid and outstanding, each such Receivable shall be turned over to Seller for collection, and Seller shall reimburse Purchaser dollar for dollar for the amount of each such Receivable within ten (10) Business Days following the end of such 180-day period.
Account Receivables. The Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts in accordance with past practice to collect all accounts receivable of the Business and the VAB Business.
Account Receivables. (a) Parent hereby acknowledges and agrees that, immediately prior to the Closing, the Company distributed to Shareholder all Company account receivables then outstanding, which account receivables are identified (by name, invoice number and amount) in Schedule 7.7 of the Company Disclosure Statement (the "Pre-Closing A/R's"). The parties hereto acknowledge and agree that the Pre-Closing A/R's do not include account receivables from Macmillan pertaining to Macmillan's holdback for potential products return, which amount to $116,126 in the aggregate as of the date hereof (the "Macmillan Holdback Receivables"). The Macmillan Holdback Receivables shall remain as assets of the Company. Following the Closing, Surviving Corporation shall collect the Pre-Closing A/R's on Shareholder's behalf and, in doing so, Surviving Corporation shall, and Parent shall cause Surviving Corporation to, use the same diligence in attempting to collect the Pre-Closing A/R's as the Surviving Corporation uses in attempting to collect account receivables arising after the Closing. At such point as the Surviving Corporation receives payment for a Pre-Closing A/R, Surviving Corporation shall, and Parent shall cause Surviving Corporation to, pay such collected amounts to the Shareholder within 15 days after the month in which the amount is collected.
(b) Parent and Surviving Corporation shall afford the Shareholder at his request the opportunity to discuss with Parent the collection procedures employed by Parent or Surviving Corporation with respect to any Pre-Closing A/R, and to reasonably participate with representatives of Parent and/or Surviving Corporation in discussions with customers with respect to the collection of such accounts. Parent and Surviving Corporation shall also permit the Shareholder to review the books and records of the Company to verify that the provisions of this Section 7.7 are being correctly implemented. In applying any payment made by an account debtor after the Closing who is at the time of such payment liable for indebtedness accrued as accounts receivable both as a Pre-Closing A/R and on the books of the Surviving Corporation or Parent after the Closing, such payment shall be applied to the oldest receivable first unless such account debtor instructs Parent or Surviving Corporation to allocate such payment differently as a result of a disputed Pre-Closing A/R. Parent and Shareholder agree that, notwithstanding anything herein to the contrary, Parent shall no...
Account Receivables. The accounts receivable, notes receivable, other receivables and rights to bxxx and receive payment for products shipped or delivered by the Business and/or services performed by the Business but unbilled or unpaid as of the Closing to be identified on Schedule 1.1(e) to be delivered by Seller to Purchaser at the Closing (but expressly excluding the right to receive payment of royalties arising under Seller Contracts, which right to receive royalties is retained by Seller) (the “Transferred Receivables”).
Account Receivables. Borrower shall provide to Lender semi-annual aging report of consolidated accounts receivable and a listing of government and foreign accounts receivable that represent more than fifteen percent (15%) of total consolidated accounts receivable. The Lender may, from time to time and in its sole discretion, require Borrower to provide more frequent reporting.
Account Receivables. The accounts receivable of the Company, including those included in the Assets as of the Closing Date and those shown on the balance sheets included in the Financial Statements and the July 31 Balance Sheet, arose in the ordinary course of the Company’s business.
