Accounts Payable, etc Clause Samples

The 'Accounts Payable, Etc' clause defines the responsibilities and procedures related to the payment of outstanding debts and obligations owed by a party, typically in the context of a business transaction or sale. It outlines which party is responsible for settling existing accounts payable, accrued expenses, and similar liabilities, often specifying cut-off dates or the treatment of such obligations post-closing. This clause ensures clarity regarding financial obligations, preventing disputes over who is responsible for paying outstanding debts and thereby facilitating a smooth transition of business operations or assets.
Accounts Payable, etc. Trade and operational debt and tenant improvement allowances and leasing concessions described in subsection (d) of the definition of Limited Purpose Entity and Indebtedness described in subsection (e) of the definition of Limited Purpose Entity;
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Accounts Payable, etc. The accounts and notes payable and accrued expenses of the Business reflected in the Financial Statements, and the accounts and notes payable and accrued expenses incurred by the Business subsequent to December 31, 1996, are in all respects valid claims that arose in the ordinary course of business. Since December 31, 1996, the accounts and notes payable and accrued expenses of the Business have been maintained on a current basis in the ordinary course of business.
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Accounts Payable, etc. 29 3.08 Absence of Certain Changes........................... 29 3.09
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Accounts Payable, etc to pay all accounts payable, royalties, rents, fees and other all claims and expenses (including claims and expenses for labor, services, materials and supplies) when they become due and payable in accordance with their terms, unless contested in good faith;
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Accounts Payable, etc. Except as set forth on Schedule 3.07, the accounts and notes payable and accrued expenses reflected on the Current Balance Sheet or thereafter incurred by the Company arose in the ordinary course of business and consistent with past practices. Since the Current Balance Sheet Date, the accounts and notes payable and accrued expenses of the Company have been maintained on a basis consistent with past practices, except where such accounts or notes payable are subject to good faith, bona fide disputes. Except as set forth on Schedule 3.07 hereto, since the Current Balance Sheet Date, the Company has paid in full all required installments and other payments under each of the Contracts, except where such payments are not material in amounts (individually or in the aggregate) and except where any delays in payment that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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Accounts Payable, etc. Accounts payable to trade ---------------------- creditors in accordance with prior practice including, without limitation, amounts payable under service contracts and for goods or services incurred in the ordinary course of business that are paid within the specified time, unless contested in good faith and by appropriate proceedings diligently conducted.
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Accounts Payable, etc. The accounts and notes payable and accrued expenses reflected on the 1997 Balance Sheet or thereafter incurred by either of the Companies are claims that arose in the ordinary course of business and consistent with past practices. Since the 1997 Balance Sheet Date, the accounts and notes payable and accrued expenses of each of the Companies have been maintained on a basis consistent with past practices, except where such accounts or notes payable are subject to good faith, bona fide disputes.
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Accounts Payable, etc. The accounts and notes payable and accrued expenses reflected in the Financial Statements, and the accounts and notes payable and accrued expenses incurred by the Company subsequent to the date of the most recent balance sheet included therein, are in all respects valid claims that arose in the ordinary course of business. Since November 30, 1996, the accounts and notes payable and accrued expenses of the Company have been maintained on a current basis. The aggregate unpaid accounts payable of the Company on the date of the Closing shall not exceed Ten Thousand and .93/100 Dollars ($10,000.
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Accounts Payable, etc. All trade and other accounts payable and other expenses resulting from, relating, arising out or in connection with of the ownership or operation of Included Assets and/or the Subject Business, including those resulting from, relating to, arising out or in connection with: (i) the ownership, operation use or occupancy of any of the Owned Real Property, Leased Real Property and Other Real Property Interests (including property Taxes), and (ii) the purchase or supply of any Restaurant or ▇▇▇▇▇▇▇▇'▇ Head Office inventory, supplies, furniture, fixtures or equipment included in, or otherwise constituting, Included Assets;
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Related to Accounts Payable, etc

  • Accounts Payable To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

  • 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.

  • Accounts Receivable and Accounts Payable (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

  • Accounts; Payment Procedure The Servicing Agreement shall provide that the Master Servicer shall establish and maintain the Collection Account or Collection Accounts, as applicable. Each of the Note A-1 Holder and the Note A-2 Holder hereby directs the Master Servicer, in accordance with the priorities set forth in Section 3 hereof, and subject to the terms of the Servicing Agreement, (i) to deposit into the applicable Collection Account within the time period specified in the Servicing Agreement all payments received with respect to the Mortgage Loan and (ii) to remit from the applicable Collection Account for deposit or credit on the applicable Master Servicer Remittance Date all payments received with respect to and allocable to Note A-1 and Note A-2 by wire transfer to accounts maintained by the Note A-1 Holder and the Note A-2 Holder, respectively; provided that delinquent payments received by the Master Servicer after the related Master Servicer Remittance Date shall be remitted by the Master Servicer to such accounts within the time period specified in the Servicing Agreement. If any Servicer holding or having distributed any amount received or collected in respect of Note A-1 or Note A-2 determines, or a court of competent jurisdiction orders, at any time that any amount received or collected in respect of Note A-1 or Note A-2 must, pursuant to any insolvency, bankruptcy, fraudulent conveyance, preference or similar law, be returned to the Borrower or paid to the Note A-1 Holder, the Note A-2 Holder or any Servicer or paid to any other Person, then, notwithstanding any other provision of this Agreement, no Servicer shall be required to distribute any portion thereof to the Note A-1 Holder or the Note A-2 Holder, as applicable, and the Note A-1 Holder or the Note A-2 Holder, as applicable, shall promptly on demand repay to such Servicer the portion thereof which shall have been theretofore distributed to the Note A-1 Holder or the Note A-2 Holder, as applicable, together with interest thereon at such rate, if any, as such Servicer shall have been required to pay to the Borrower, the Note A-1 Holder, the Note A-2 Holder, any Servicer or such other person or entity with respect thereto. Each of the Note A-1 Holder and the Note A-2 Holder agrees that if at any time it shall receive from any sources whatsoever any payment on account of the Mortgage Loan in excess of its distributable share thereof, it will promptly remit such excess to the Master Servicer. The Master Servicer shall have the right to offset any amounts due hereunder from the Note A-1 Holder or the Note A-2 Holder, as applicable, with respect to the Mortgage Loan against any future payments due to the Note A-1 Holder or the Note A-2 Holder, as applicable, under the Mortgage Loan, provided, that the obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 are separate and distinct obligations from one another and in no event shall any Servicer enforce the obligations of any Holder against any other Holder. The obligations of the Note A-1 Holder and the Note A-2 Holder under this Section 5 constitute absolute, unconditional and continuing obligations and each Servicer shall be deemed a third-party beneficiary of these provisions.

  • Accounts Receivable and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. No accounts payable of the Company are over forty-five (45) days old.