Accounts Receivable Sample Clauses

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payment...

Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

Accounts Receivable. 36 3.28. Inventory............................................................................................36 3.29.

Accounts Receivable. (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

Accounts Receivable. (a) Promptly, but in no event more than fifteen business days, following the Effective Date, Purchaser shall arrange with a bank or other financial institution approved in writing by Seller (THE "A/R BANK") to open a "lockbox" bank account (THE "LOCKBOX ACCOUNT") for the purpose of receiving payments of accounts receivable in respect of the Desktop Peripherals Business, including the Closing Accounts Receivable. Seller and Purchaser shall agree in good faith upon written instructions to be given to the A/R Bank (which shall be irrevocable unless rescinded by both Seller and Purchaser) which shall provide that (i) all deposits to and withdrawals from such account shall be promptly reported to both Seller and Purchaser, (ii) that such account shall be managed in accordance with the provisions of this Section, and (iii) that upon receipt of written notice by either Seller or Purchaser that a dispute regarding such account has arisen between the parties, that no amounts shall be paid out of such account until the A/R Bank has received written notice from both parties that such dispute has been resolved. (b) Not less than two days prior to the Closing, Seller shall deliver to Purchaser a detailed summary (by customer and Product) of the Closing Accounts Receivable. Immediately following the Closing, Seller shall send to each customer of the Desktop Peripherals Business who owes a receivable included in the Closing Accounts Receivable (such receivable, a "RCAR"), an instruction that all receivables in respect of Products sold to such customer shall be paid to the Lockbox Account. Purchaser will use its good faith efforts to have each such customer pay in full all receivables included in the Closing Accounts Receivable. The parties agree that for any customer which has a RCAR, all payments received from or on behalf of such customer for a Product which is included in a RCAR (whether or not such payment is in respect of the RCAR) shall be allocated to the RCAR for such Product of such customer. Upon payment in full of all RCARs of a customer, Purchaser shall have no further obligations under this Section in respect of the receivables of such customer. (c) The A/R Bank shall promptly transfer all payments deposited into the Lockbox Account in respect of RCARs (or allocated to RCARs pursuant to paragraph (b) of this Section) 95 % to Seller and 5% to Purchaser. Purchaser will allow Seller and its representatives to have reasonable access to the books and records of P...

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Accounts Receivable. All of the accounts receivable of the Company that are reflected on the Company Financial Statements or the accounting records of the Company as of the Closing (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 and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business and for which adequate reserves have been established. The Accounts Receivable are fully collectible to the extent not reserved for on the balance sheet on which they are shown.

Accounts Receivable. 14 Section 3.24

Accounts Receivable. At the closing, Meridian shall appoint ATS its ------------------- agent for the purpose of collecting all Accounts Receivable relating to the Meridian Business. Meridian shall deliver to ATS on or as soon as practicable after the Closing Date a complete and detailed statement showing the name, amount and age of each Accounts Receivable of the Meridian Business. Subject to and limited by the following, revenues relating to the Accounts Receivable relating to the Meridian Business will be for the account of Meridian. ATS shall use its reasonable business efforts to collect the Accounts Receivable with respect to the Meridian Business for a period of ninety (90) days after the Closing Date (the "Collection Period"). Any payment received by ATS during the Collection Period from any customer with an account which is an Accounts Receivable with respect to the Meridian Business shall first be applied in reduction of the Accounts Receivable, unless the customer contests in writing the validity of such application. During the Collection Period, ATS shall furnish Meridian with a list of, and pay over to Meridian, the amounts collected with respect to the Accounts Receivable with respect to the Meridian Business on a bi-weekly basis and forward to Meridian, promptly upon receipt or delivery, as the case may be, copies of all correspondence relating to Accounts Receivable. ATS shall provide Meridian with a final accounting on or before the fifteenth (15th) day following the end of the Collection Period. Upon the request of either party at and after such time, the parties shall meet to mutually and in good faith analyze any uncollected Accounts Receivable to determine if the same, in their reasonable business judgment, are deemed to be collectable and if ATS desires to retain such Accounts Receivable. As to each such Accounts Receivable, the parties shall negotiate a good faith value of such Accounts Receivable, which ATS shall pay to Meridian if ATS, in its sole discretion, chooses to retain such Accounts Receivable. Meridian shall retain the right to collect any of its Accounts Receivable as to which the parties are unable to reach agreement as to a good faith value, and ATS agrees to turn over to Meridian any payments received against any such Accounts Receivable. ATS shall not be obligated to use any extraordinary efforts to collect any of the Accounts Receivable assigned to it for collection hereunder or to refer any of such Accounts Receivable to a collection ag...