Accounts and Receivables Sample Clauses

Accounts and Receivables. (a) Each Account and each Receivable is in all material respects as described in the Master File and, when delivered to Purchaser, the Final Closing Tape; and, when delivered to Purchaser, the information contained in the Final Closing Tape will be correct in all material respects as of the Cut-Off Time. (b) FNANB has provided representative forms of Account Agreements to Purchaser in effect as of the date hereof. The terms of the Account Agreements have not been waived (other than on a case-by-case basis as reflected in the Books and Records in all material respects), impaired, altered or modified in any material respect by FNANB. (c) Each Account complies in all material respects with the applicable Account Agreement. (d) Each Account and each Receivable has been solicited, originated, created, maintained and serviced in compliance in all material respects with (i) the Account Guidelines, and (ii) all applicable Requirements of Law. (e) The Credit Card Business is operated as a part of the business of Sellers and under the control (as defined in Section 1.01) of Sellers. While Sellers rely on independent contractors to provide certain services and operations related to the Credit Card Business, all aspects of the Credit Card Business are ultimately managed solely by Sellers; (i) All disclosures made in connection with the Accounts attributable to FNANB or Tyler Funding complied in all material respects with all applicable Requirements of Law as of the time made, and (ii) as of the date hereof, no Requirements of Law requires any supplemental disclosures which have not already been made in all material respects. (g) Except as set forth in Section 5.10(g) of the Seller Disclosure Schedule, each Account Agreement is the legal, valid and binding obligation of the Borrower, each other obligor thereon and FNANB and is enforceable in accordance with its terms against the Borrower except (i) as such enforcement may be subject to bankruptcy, receivership, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and by legal and equitable limitations on the enforceability of specific remedies and (ii) for the rights of Borrowers under 12 C.F.R.ss.226.12(c), 12 C.F.R. ss.226.13(d) and the Soldiers and Sailors Civil Relief Act and similar state laws. (h) The interest rates, fees, charges and minimum payments in connection with the Accounts comply in all material respects with all applicable...
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Accounts and Receivables. All right, title and interest in accounts receivable due and payable after July 31, 2006, whether or not evidenced by a writing or reflected in the Seller’s financial statements (collectively, “Receivables”);
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Accounts and Receivables. All right, title and interest in and to all monies, sums and amounts held by or owed to Insight in or in connection with all accounts, accounts receivable, notes, notes receivable, loans receivable, instruments, drafts, documents, chattel paper and other similar receivables and rights to the payment of money or receipt of other benefits, in each case, as the same relate to the Business conducted at the Center, which remain uncollected and/or unreceived on the Closing Date, whether or not evidenced by a writing or reflected on Insight's financial statements (collectively, "Receivables") including, without limitation, any and all loans receivable from NCA under the terms of the Consulting Agreement (but specifically excluding any and all intercompany loans receivable by and/or between Insight, IAC and/or EVI), without representation and/or warranty, by Insight, as to the collectibility thereof;
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Accounts and Receivables. Except as set forth on Schedule 3.20: (a) Xxxxxxx Bank Corporation, a wholly-owned Subsidiary of the Company (“Xxxxxxx Bank”), has good and valid title to and is sole owner of the Accounts it has originated, the Other Accounts, and the Receivables it has originated, free and clear of all Liens other than Permitted Liens. To Knowledge of Seller, Xxxxxxx Bank has good and valid title to and is sole owner of the Accounts it has acquired and the Receivables it has acquired, free and clear of all Liens other than Permitted Liens. (b) All Accounts and Other Accounts have been originated or acquired by Xxxxxxx Bank in the Ordinary Course of Business in accordance with the Policies. Since the Balance Sheet Date, neither the Company nor any Subsidiary has effected any material change in the Policies relating to the maintenance of, and collection policies with respect to, the Accounts and the Other Accounts. (c) Each Receivable originated by Xxxxxxx Bank and, to the Knowledge of Seller, each Receivable acquired by Xxxxxxx Bank is the legal, valid and binding obligation of the Cardholder, and each Receivable is enforceable and legally collectible (subject to defenses, refunds, recoupments, reversals, adjustments, offsets and counterclaims arising in the Ordinary Course of Business) in accordance with its terms and applicable law, as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are no acts or practices, other than those taken in the Ordinary Course of Business, with respect to which refunds are or may be required on either the Accounts or the Other Accounts originated by Xxxxxxx Bank or, to the Knowledge of Seller on either the Accounts or the Other Accounts, acquired by Xxxxxxx Bank or which have been cited in any compliance report provided to CMS or Xxxxxxx Bank relating to the Credit Card Business or Xxxxxxx’x other businesses as a result of an examination or review by any regulatory authority. The Accounts and the Other Accounts, taken as a whole, have been maintained and serviced by CMS or Xxxxxxx Bank (as applicable) substantially in accordance with the Policies, Cardholder Agreements and then applicable law. (d) Except for payment defaults and defaults occurring in the Ordinary Course of Business, there are no def...
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Accounts and Receivables. 9.1 Each Charging Company shall get in and realise:- 9.1.1 the Receivables; and 9.1.2 securities to the extent held by way of temporary investment, in each case in the ordinary course of business and following the occurrence of an Event of Default which is continuing hold the proceeds of such getting in and realisation (until payment into the Collateral Account referred to below) upon trust for the Security Trustee; 9.2 Each Charging Company shall pay the proceeds of such getting in and realisation into any account held with the Account Bank and following the occurrence of an Event of Default which is continuing pay the proceeds of such realisation and getting in of such proceeds into such separate and denominated account or accounts as may be specified by the Security Trustee in writing (collectively the “Collateral Account”). 9.3 Following the occurrence of an Event of Default which is continuing, no Charging Company shall be entitled to withdraw from the Collateral Account all or any of the monies standing to the credit of such Collateral Account except with the prior consent of the Security Trustee and the Security Trustee may, at any time after the Security created by this Agreement has become enforceable, apply all monies standing to the credit of the Collateral Account and interest thereon in and towards satisfaction of the Secured Obligations. 9.4 No monies at any time standing to the credit of any account (of any type or however designated) of any Charging Company with the Security Trustee or any Secured Party (or any of them) or in which any Charging Company has an interest (and no rights and benefits relating thereto) shall be capable of being assigned to any third party.
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Accounts and Receivables. (a) Each Account Agreement and its corresponding Receivables are valid and legally binding obligations of Opco and of each Cardholder (assuming legal capacity of such Cardholder and excluding deceased Cardholders) thereunder (other than those Receivables that are being or may hereafter be disputed by the Cardholder in the Ordinary Course), including any co-xxxxxx, guarantor or surety. Each Account Agreement is enforceable against Opco and of each Cardholder, in each case subject to applicable bankruptcy, insolvency, reorganization, arrangement or other similar applicable Laws, now or hereafter in effect, relating to or affecting the rights of creditors generally and the availability of equitable remedies. Each form of Account Agreement that currently governs, or at any time in the last three years has governed, each Account has been provided or made available to the
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Accounts and Receivables. All right, title and interest in and to all accounts, accounts receivable, notes, notes receivable, loans receivable, instruments, drafts, documents, chattel paper and other receivables and rights to the payment of money or receipt of other benefits which remain uncollected or unreceived on the Closing Date (collectively, the “COC Receivables”), including, without limitation, all COC Receivables specifically set forth on Schedule 2.2.(C)(i) annexed hereto, but specifically excluding those COC Receivables more particularly set forth on Schedule 2.2(C)(ii) annexed hereto (collectively, the “Excluded COC Receivables”);
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Accounts and Receivables 
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Related to Accounts and Receivables

  • Accounts and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

  • Accounts and Records The accounts and records maintained by ALPS shall be the property of the Fund. ALPS shall prepare, maintain and preserve such accounts and records as required by the 1940 Act and other applicable securities laws, rules and regulations. ALPS shall surrender such accounts and records to the Fund, in the form in which such accounts and records have been maintained or preserved, promptly upon receipt of instructions from the Fund. The Fund shall have access to such accounts and records at all times during ALPS’ normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by ALPS to the Fund at the Fund’s expense. ALPS shall assist the Fund, the Fund’s independent auditors, or, upon approval of the Fund, any regulatory body, in any requested review of the Fund’s accounts and records, and reports by ALPS or its independent accountants concerning its accounting system and internal auditing controls will be open to such entities for audit or inspection upon reasonable request. ALPS or its undersigned as defined by Rule 17a-4 of the Securities and Exchange Act (the “Exchange Act”), shall have access to all electronic communications, including password access to the system storing the electronic communications, of registered representatives of ALPS that are associated with the Fund and are required to be maintained under Rule 17a-4 of the Exchange Act and FINRA Rules 3110 and 3010. Electronic storage media maintained by the Fund will comply with Rule 17a-4 of the Exchange Act.

  • Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Accounts Receivable; Accounts Payable (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

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