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.
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. 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. Following the Closing Date:
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. (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.
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;
Account Receivables. The accounts receivable, notes receivable, other receivables and rights to xxxx 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. The accounts receivable of the Company, including those included in the Assets as of the Closing and those shown on the balance sheets included in the Financial Statements, arose in the ordinary course of the Company's business. Except for trade discounts and rebates in the ordinary course of business, no agreement for deduction, discount or rebate has been made with respect to any of such account receivables. Except for accounts receivable of ProLink/ParView, LLC and ProShot Golf, Inc., the Company has delivered to Purchaser a list of all accounts receivable of the Company as of October 31, 2004, setting forth an aging thereof as of such date (0-30 days, 30-90 days and greater than 90 days).
Account Receivables. Seller will retain and be responsible for collecting on all account receivables for services supplied prior to Completion Date (“Retained A/R”). Purchaser will purchase and be responsible for collecting on all account receivables arising from or relating to the period after Completion Date. As of the Completion Date, subject to the terms of Section 3, the Purchaser shall retain all revenues (and profits) and bear all costs and liabilities relating to the operation of the Transferred Assets.
