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Common use of Accounts, Etc Clause in Contracts

Accounts, Etc. (a) The Accounts have been prepared in accordance with the Accounting Principles and provide a true and fair view of the assets, liabilities, financial position and state of affairs of the Company on the Accounts Date and of the profits or losses for the period concerned. (b) The Interim Accounts has been prepared in accordance with the Accounting Principles (but have not been audited) and provides a true and fair view of the assets, liabilities, financial position and state of affairs of the Company on the Interim Accounts Date and of the profits or losses for the period concerned. (c) The Company has not pledged any assets or has any obligations, commitments or liabilities, liquidated or non-liquidated, contingent or otherwise, whether for Taxes or otherwise, of such a nature that they should be accounted for in the accounts according to the Accounting Principles in excess of what is accounted for in the Annual Accounts or which have arisen within the ordinary course of business during the period after the Accounts Date. (d) All debts and liabilities of the Company, which are due prior to Closing, have been or will be duly paid prior to Closing. Provisions have been made in accordance with the Accounting Principles for all other outstanding debts and liabilities (whether long-term or current) which are attributable to the period prior to the Closing but not due as per the [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Closing Date. The Company has no debts or liabilities other than such that are (i) accrued, expressly reserved or otherwise specifically disclosed in the Interim Accounts or (ii) debts and liabilities incurred in the ordinary course of business after the Interim Accounts Date, or (iii) contractual debts and liabilities incurred in the ordinary course of business, which are not required by the Accounting Principles to be reflected on a balance sheet and which are not, in the aggregate, material. (e) The Company has not granted any guarantees or provided any other security not reflected in the Accounts. (f) All debts of the Company to the Seller or its Affiliates are as set out in Appendix 3.2, except for liabilities relating to consulting services performed by Affiliates of the Seller or owners of the Seller in the ordinary course of business which are not due on the Closing Date according to the payment terms in the agreements. (g) All floating charges of the Company will be released upon the repayment of the loan to ALMI pursuant to Section 5.2(c) above. (h) All accounts receivable of the Company have arisen in the ordinary course of business and all outstanding claims will be collected at full book value with sixty (60) days from the respective due date. Upon the Seller’s request, the Buyer agrees to transfer any account receivable to the Seller for which compensation has been paid to the Buyer on the basis of this provision.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Viropharma Inc)

Accounts, Etc. (ai) Each Grantor shall use all reasonable efforts consistent with prudent business practice to cause to be collected from the Account Debtors, as and when due, any and all amounts owing under or on account of each Account granted as Collateral hereunder (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorneys’ fees) of collection of Accounts incurred by any Grantor or the Collateral Agent shall be borne by such Grantor. (ii) Each Grantor shall perform and comply in all material respects with all of its obligations in respect of Accounts, Instruments and General Intangibles. (iii) If so requested of any Grantor by the Collateral Agent following and during the continuance of an Event of Default, such Grantor shall execute and deliver to the Collateral Agent, for the benefit of the Lenders, formal written assignments of all of the Accounts daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto. (iv) The Collateral Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors that the Accounts have been prepared assigned to the Collateral Agent, for the benefit of the Lenders, and to collect the Accounts directly in accordance its own name and to charge the collection costs and expenses, including reasonable attorneys’ fees, to the Grantors. The Collateral Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent as such Grantor’s true and lawful attorney and agent-in-fact to endorse such Grantor’s name on any checks, notes, drafts or other payments relating to, the Accounts which come into the Collateral Agent’s possession or under the Collateral Agent’s control as a result of its taking any of the foregoing actions. Additionally, the Collateral Agent, for the benefit of the Lenders, shall have the right to collect and settle or adjust all disputes and claims directly with the Accounting Principles Account Debtor and provide a true and fair view to compromise the amount or extend the time for payment of the assetsAccounts upon such terms and conditions as the Collateral Agent may deem advisable, liabilitiesand to charge the deficiencies, financial position reasonable costs and state of affairs of expenses thereof, including reasonable out-of-pocket attorneys’ fees, to the Company on the Accounts Date and of the profits or losses for the period concernedGrantors. (bv) The Interim With respect to any Accounts has been prepared in accordance or Chattel Paper with the Accounting Principles (but have not been audited) and provides a true and fair view government of the assetsUnited States, liabilitiesor any department, financial position agency, public corporation, or other instrumentality thereof, each Grantor will comply with all required procedures for the effective collateral assignment to the Collateral Agent of all moneys due or to become due under such Accounts and state Chattel Paper under the Federal Assignment of affairs Claims Act of 1940 and take any other steps necessary to perfect the Collateral Agent’s security interest, for the benefit of the Company on the Interim Accounts Date and of the profits or losses for the period concerned. (c) The Company has not pledged any assets or has any obligations, commitments or liabilities, liquidated or non-liquidated, contingent or otherwise, whether for Taxes or otherwise, of such a nature that they should be accounted for in the accounts according to the Accounting Principles in excess of what is accounted for in the Annual Accounts or which have arisen within the ordinary course of business during the period after the Accounts Date. (d) All debts and liabilities of the Company, which are due prior to Closing, have been or will be duly paid prior to Closing. Provisions have been made in accordance with the Accounting Principles for all other outstanding debts and liabilities (whether long-term or current) which are attributable to the period prior to the Closing but not due as per the [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Closing Date. The Company has no debts or liabilities other than such that are (i) accrued, expressly reserved or otherwise specifically disclosed in the Interim Accounts or (ii) debts and liabilities incurred in the ordinary course of business after the Interim Accounts Date, or (iii) contractual debts and liabilities incurred in the ordinary course of business, which are not required by the Accounting Principles to be reflected on a balance sheet and which are notSecured Parties, in such Accounts and Chattel Paper (the aggregate“Assignment Actions”). Each Grantor acknowledges and agrees that, material. (e) The Company has not granted any guarantees or provided notwithstanding any other security not reflected in the Accounts. (f) All debts of the Company to the Seller or its Affiliates are as set out in Appendix 3.2, except for liabilities relating to consulting services performed by Affiliates of the Seller or owners of the Seller in the ordinary course of business which are not due on the Closing Date according to the payment terms in the agreements. (g) All floating charges of the Company will be released upon the repayment of the loan to ALMI pursuant to Section 5.2(c) above. (h) All accounts receivable of the Company have arisen in the ordinary course of business and all outstanding claims will be collected at full book value with sixty (60) days from the respective due date. Upon the Seller’s request, the Buyer agrees to transfer any account receivable to the Seller for which compensation has been paid to the Buyer on the basis of this provisionAgreement and the other Loan Documents, at any time after an Event of Default has occurred and is continuing, Collateral Agent may obtain injunctive or other equitable relief to compel the Grantor to complete all Assignment Actions.

Appears in 1 contract

Samples: Pledge and Security Agreement (1847 Goedeker Inc.)

Accounts, Etc. (ai) Each Grantor shall use all commercially reasonable efforts consistent with prudent business practice to cause to be collected from the Account Debtors, as and when due, any and all amounts owing under or on account of each Account granted as Collateral hereunder (including, without limitation, Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures) and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorneys’ fees) of collection of Accounts incurred by any Grantor or the Collateral Agent shall be borne by such Grantor. (ii) Each Grantor shall perform and comply in all material respects with all of its obligations in respect of Accounts, Instruments and General Intangibles. (iii) Subject to the First Priority/Second Priority Intercreditor Agreement, if so requested of any Grantor by the Collateral Agent following and during the continuance of an Event of Default, such Grantor shall execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, formal written assignments of all of the Accounts daily, which shall include all Accounts that have been created since the date of the last assignment, together with copies of invoices or invoice registers related thereto. (iv) Subject to the First Priority/Second Priority Intercreditor Agreement, the Collateral Agent retains the right after the occurrence and during the continuance of an Event of Default to notify the Account Debtors that the Accounts have been prepared assigned to the Collateral Agent, for the benefit of the Secured Parties, and to collect the Accounts directly in accordance its own name and to charge the collection costs and expenses, including reasonable attorneys’ fees, to the Grantors. The Collateral Agent has no duty to protect, insure, collect or realize upon the Accounts or preserve rights in them. Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent as such Grantor’s true and lawful attorney and agent-in-fact to endorse such Grantor’s name on any checks, notes, drafts or other payments relating to, the Accounts which come into the Collateral Agent’s possession or under the Collateral Agent’s control as a result of its taking any of the foregoing actions. Additionally, the Collateral Agent, for the benefit of the Secured Parties, shall have the right to collect and settle or adjust all disputes and claims directly with the Accounting Principles Account Debtor and provide a true and fair view to compromise the amount or extend the time for payment of the assetsAccounts upon such terms and conditions as the Collateral Agent may deem advisable, liabilitiesand to charge the deficiencies, financial position reasonable costs and state of affairs of expenses thereof, including attorneys’ fees, to the Company on the Accounts Date and of the profits or losses for the period concernedGrantors. (bv) The Interim Accounts has been prepared in accordance with the Accounting Principles (but have Each Grantor will not been audited) and provides a true and fair view of the assets, liabilities, financial position and state of affairs of the Company on the Interim Accounts Date and of the profits or losses for the period concerned. (c) The Company has not pledged any assets or has any obligations, commitments or liabilities, liquidated or non-liquidated, contingent or otherwise, whether for Taxes or otherwise, of such a nature that they should be accounted for in the accounts according to the Accounting Principles in excess of what is accounted for in the Annual Accounts or which have arisen within the ordinary course of business during the period after the Accounts Date. (d) All debts and liabilities of the Company, which are due prior to Closing, have been or will be duly paid prior to Closing. Provisions have been made in accordance with the Accounting Principles for all other outstanding debts and liabilities (whether long-term or current) which are attributable to the period prior to the Closing but not due as per the [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Closing Date. The Company has no debts or liabilities other than such that are (i) accruedamend, expressly reserved modify, terminate or otherwise specifically disclosed in waive any provision of any Chattel Paper, Instrument or any agreement giving rise to an Account or Payment Intangible comprising a portion of the Interim Accounts Collateral, or (ii) debts fail to exercise promptly and liabilities incurred in diligently each and every right which it may have under any Chattel Paper, Instrument and each agreement giving rise to an Account or Payment Intangible comprising a portion of the ordinary course Collateral (other than any right of business after the Interim Accounts Datetermination), except where such action or (iii) contractual debts and liabilities incurred in the ordinary course of businessfailure to act, which are not required by the Accounting Principles to be reflected on a balance sheet and which are not, individually or in the aggregate, materialcould not reasonably be expected to have a Material Adverse Effect. (e) The Company has not granted any guarantees or provided any other security not reflected in the Accounts. (f) All debts of the Company to the Seller or its Affiliates are as set out in Appendix 3.2, except for liabilities relating to consulting services performed by Affiliates of the Seller or owners of the Seller in the ordinary course of business which are not due on the Closing Date according to the payment terms in the agreements. (g) All floating charges of the Company will be released upon the repayment of the loan to ALMI pursuant to Section 5.2(c) above. (h) All accounts receivable of the Company have arisen in the ordinary course of business and all outstanding claims will be collected at full book value with sixty (60) days from the respective due date. Upon the Seller’s request, the Buyer agrees to transfer any account receivable to the Seller for which compensation has been paid to the Buyer on the basis of this provision.

Appears in 1 contract

Samples: Second Lien Pledge and Security Agreement (Matthews International Corp)