Accounts Payable and Accounts Receivable. Except in the ordinary course of business, take any action reasonably likely to (i) accelerate the payment of customer accounts receivable (including by shortening payment terms, providing incentives for early payment or otherwise), or (ii) delay the payment on accounts payable to suppliers, vendors or others;
Accounts Payable and Accounts Receivable. (a) No Group Company is delinquent in its payment of any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Group Company and the third party have agreed to such deferral).
(b) Except as specifically set forth on Schedule 3.23(b), all accounts receivable of the Group Companies: (i) have arisen only from bona fide transactions in the Ordinary Course; (ii) represent valid and enforceable obligations; (iii) are fully collectable no later than 90 days from the date of invoice related to such account receivable net of amounts reserved in accordance with GAAP and reflected in the calculation of Net Working Capital; (iv) are expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim; and (v) are owned by the Group Companies free of any Liens (other than Permitted Liens). No discount or allowance from the face amount of any receivables has been made or agreed to and none represents xxxxxxxx prior to actual sale of goods or provision of services. Except as set forth on Schedule 3.23(b), there is no single debtor of the Group Companies that has refused or, to the Knowledge of the Company, threatened to refuse to pay obligations to the Group Companies that exceeds $10,000, and the debtors of the Group Companies have not refused or, to the Knowledge of the Company, threatened to refuse to pay obligations to the Group Companies that exceed $20,000 in the aggregate, in each case, for any reason and, to the Knowledge of the Company, no debtor of the Group Companies that has since January 1, 2016 filed for or has been declared bankrupt by a court of competent jurisdiction or that is subject to any bankruptcy proceeding. Schedule 3.23(b) sets forth a complete and accurate accounts receivable aging report for the Group Companies as of December 31, 2017.
Accounts Payable and Accounts Receivable. (i) Except as set forth on Schedule 5.07(f), all of the accounts payable of the Company and its Subsidiaries, whether reflected in the balance sheets referred to in Section 5.07(a), on the Closing Balance Sheet or otherwise on the books of the Company and its Subsidiaries on the Closing Date, (A) were (or will have been as of the Closing Date) incurred in the ordinary course of the Company’s business consistent with past practice, (B) arose or will arise from the purchase of goods or services on customary trade terms in the ordinary course of business, (C) accurately reflect all amounts owed by the Company and its Subsidiaries with respect to trade accounts due and other payables as of the respective dates thereof or the Closing Date, as the case may be, and (D) are not secured by any Lien, except for Permitted Liens. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of the accounts payable were calculated in a manner consistent with GAAP and are adequate. Since June 30, 2003, neither the Company nor any of its Subsidiaries has paid any of its accounts payable after the date on which the Company or such Subsidiary would have paid such account payable in the ordinary course of the Company’s business consistent with past practice.
(ii) Except as set forth on Schedule 5.07(f), all Accounts Receivable of the Company and its Subsidiaries, whether reflected in the balance sheets referred to in Section 5.07(a) or otherwise on the books of the Company and its Subsidiaries on the Closing Date, (A) have arisen (or will have arisen as of the Closing Date) from bona fide transactions in the ordinary course of business of the Company and its Subsidiaries consistent with past practice, (B) arose or will arise from the sale of goods or services on customary trade terms in the ordinary course of business, and (C) are and will be, as of the Closing Date, current and collectible and will be collected in full within 90 calendar days after the Closing Date net of any reserves specifically set forth on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice). Since December 31, 2002, neither the Company nor any of its Subsidiaries has collected any of its accounts receivable prior to the earlier of (i) the date on which such Account Receivable is due in accordance with its terms, and (ii) the date on which the Company or such Subsidiary would have collected such Account Receivable in t...
Accounts Payable and Accounts Receivable. RMTD shall assume all liability of LOTS with respect to all accounts payable (the “Accounts Payable”), and shall be entitled to all accounts receivable of LOTS, as of the Closing Date (as hereinafter defined), whether or not incurred prior to or after the same. The Parties shall cooperate with one another following the Closing Date to ensure that all accounts payable and accounts receivable are properly allocated and paid in accordance with the preceding sentence.
Accounts Payable and Accounts Receivable. (a) No later than fifteen (15) business days following the Closing, Seller shall deliver to Buyer a statement prepared by Seller in good faith, certified by the chief accounting officer of Seller on behalf of Seller, setting forth a list of (i) all accounts receivable of the Business as of the Closing Date and (ii) all accounts payable of the Business as of the Closing Date, in each case, based on the actual knowledge of such chief accounting officer.
(b) All payments and reimbursements made by any third party in the name of or to Seller in connection with or arising out of the Business, shall be held by Seller in trust for the benefit of Buyer, and within ten (10) business days after receipt by Seller of any such payment or reimbursement, Seller shall pay over to Buyer the amount of such payment or reimbursement, together with all corresponding notes, documentation and information received by Seller in connection therewith.
Accounts Payable and Accounts Receivable. All of the accounts payable of the Company reflected in the Balance Sheet were, and those reflected on the books of the Company on the Closing Date will have been, as of the Closing Date, incurred in the ordinary course of the Company's business. All Accounts Receivable of the Company reflected in the Balance Sheet have arisen, and those reflected on the books of the Company on the Closing Date will arise, from bona fide transactions in the ordinary course of business of the Company. The charges, accruals and reserves on the books of the Company in respect of the accounts payable and the Accounts Receivable were calculated in a manner consistent with past practice. The Company has not accelerated the collection of its Accounts Receivable, or slowed down the payment of accounts payable, in each case, outside the ordinary course of the Company's business.
Accounts Payable and Accounts Receivable. The Purchaser’s Disclosure Letter contains a true and complete aged list of all Accounts Payable and a true and complete aged list of all Accounts Receivable, in each case as of August 31, 2019. The Accounts Receivable shown on the Purchaser’s Financial Statement (subject to reserves for non-collectability as reflected therein) and all receivables acquired or generated by the Purchaser’s since June 30, 2019 are bona fide receivables and represent amounts due with respect to actual arm’s length transactions entered into in the ordinary course of business consistent with past practice and are collectable at their recorded amounts. Any reserves for non-collectability have been reflected on the Interim Balance Sheets in accordance with IFRS and are adequate. No such receivable has been assigned or pledged to any other Person and no defence of set-off or similar right to any such receivable has been asserted by the account obligor. There has been no Material Adverse Change since the date of the Purchaser’s Financial Statements in the amount of Accounts Receivable or other debts due to the Purchaser or the allowances with respect thereto, or Accounts Payable of the Purchaser, from that reflected in the Purchaser’s Financial Statements.
Accounts Payable and Accounts Receivable. Sellers have provided ARI Schedule 4.19 (the "Accounts Payable List") and Schedule 1.1(m) (the "Accounts Receivable List") which are lists of accounts payable and accounts receivable, respectively, of the Business. MKTG and Sellers represent and warrant that Schedule 4.19 and Schedule 1.1(m) are and will be true and correct in all material respects, have been and will be compiled in the ordinary course of business from books and records of the Business, are and will be prepared in accordance with GAAP and include and will include all amounts for unbilled payables and unbilled work in process and any other necessary and relevant information to make such lists true and correct. MKTG and Sellers represent and warrant that Schedule 4.19 and Schedule 1.1(m) shall include the following information all of which shall be true and correct: the amounts of the payables or receivables, the dates when the payables or receivables accrued and became payable or receivable and the names of the Persons from which the receivables are owed and to which the Payables will be paid. Within twenty five (25) calendar days of the Closing, MKTG and Sellers will provide ARI with the final Accounts Payable List and Accounts Receivable List dated as of the Closing Date.
Accounts Payable and Accounts Receivable. Except as set forth on Schedule 4.1(r), the Assumed Obligations will not include any outstanding accounts or monies due to Uniroyal-CA, and the Contributed Assets will not include any outstanding accounts or monies due from Uniroyal-CA. The Financial Statements include adequate reserves for uncollectible accounts receivable of the Business.
Accounts Payable and Accounts Receivable. (a) It is the intention of the parties that all rights to and the benefit of the accounts receivable from the Business shall be included in the Assets transferred by Seller to Buyer. Accordingly, all accounts receivable outstanding on the Closing Date shall be collected by Buyer. At Closing, Seller shall deliver to Buyer a complete statement of each account receivable as of the Closing Date. Seller agrees to cooperate with Buyer to effect the purpose and intent of this Section 6, including, but not limited to, immediately turning over to Buyer any and all such accounts receivable which are received or collected by Seller.
