Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable arising out of the operation of the Business and specimens received by the Seller Parties prior to the Closing Date and Buyer shall retain all accounts receivable arising out of the operation of the Business and specimens received by Xxxxx on and after the Closing Date. After the Closing, Xxxxx and the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable. (b) After the Closing Date, Buyer shall promptly (and in any event no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a). (c) After the Closing Date, the Seller Parties shall promptly forward to Buyer any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyer.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Opko Health, Inc.), Asset Purchase Agreement (Opko Health, Inc.)
Accounts Receivable; Accounts Payable. (a) The Seller Parties
a. Old Operator shall retain the right to collect all unpaid accounts receivable arising out as of the operation close of business on the Business and specimens received by the Seller Parties day prior to the Closing Date and Buyer shall retain all with respect to the Facility, but only to the extent that such accounts receivable arising out relate to services rendered prior to the Closing Date. All collections shall be conducted in accordance with normal business practices and no patients or residents shall be unreasonably harassed in the collection of the operation of the Business such amounts. Old Operator shall engage sufficient personnel to bill and specimens received by Xxxxx on collect Old Operator’s accounts receivable using Old Operator’s legacy billing system, which Old Operator shall maintain as required to bill and collect its accounts receivable hereunder.
b. If at any time after the Closing Date, New Operator shall receive any payment from any federal or state agency, which payment includes any reimbursement with respect to payments or underpayments made to Old Operator for services rendered prior to the Closing Date, then New Operator shall remit such payments to Old Operator. After the Closing, Xxxxx New Operator and the Seller Parties Old Operator shall forward send copies of all Medicare and Medicaid remittance advices to the other party for purposes of recording and pursuing accounts receivable for the period of twelve (12) months following the Closing Date and thereafter as reasonably requested by each party. If at any funds time after the Closing Date, Old Operator shall receive any payment from any federal or state agency, which are payment represents reimbursement with respect to payments or underpayments made to New Operator for services rendered on or after the Closing Date, then Old Operator shall remit such payments to New Operator. Any such remittances pursuant to this Section 10(b) shall occur within ten (10) days from the date the party required to make such remittance receives payment thereof, and if not paid in full by such date, any amount outstanding shall bear interest at the Default Rate until paid in full.
c. Payments received by such party but relate New Operator or Old Operator from non-governmental payment sources shall be paid to the party designated in such payments entitled to the payments for the services provided thereunder within ten (10) days from the date the party required to make such remittance receives payment thereof, and if not paid in full by such date, any amount outstanding shall bear interest at the Default Rate until paid in full. Any non-designated payments received by New Operator or Old Operator from non-governmental payments sources after the Closing Date shall first be applied to any post-Closing Date monthly balances due to New Operator for services provided after the Closing Date, with the excess if any, applied to any pre-Closing Date monthly balances due for services rendered by Old Operator prior to the Closing Date. Notwithstanding the foregoing, New Operator hereby acknowledges and agrees that such pre-Closing Date monthly balances are the property of Old Operator and Old Operator reserves the right to continue to directly pursue the collection of such pre-Closing Date monthly balances.
d. To the extent either party receives any payments for accounts receivable of the other party. Notwithstanding anything , both parties acknowledge that the party receiving the payment belonging to the contrary stated hereinother party shall hold the payment in trust, that neither party shall have any responsibility right to collect any of offset with respect to such accounts receivable, and that the party erroneously receiving the payment shall have no right, title or interest whatsoever in the payment and shall remit the same to the other party’s accounts receivable.
(b) After the Closing Date, Buyer shall promptly (and in any event no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a).
(c) After the Closing Date, the Seller Parties shall promptly forward to Buyer any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyer.five
Appears in 2 contracts
Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain accounts receivable reflected on the Year-End Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the 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; and (c) all accounts receivable arising out included in the calculation of Closing Net Working Capital are collectible in full within one hundred and eighty (180) days after billing. The reserve for bad debts shown on the operation of the Business and specimens received by the Seller Parties prior Year-End Balance Sheet or, with respect to the Closing Date and Buyer shall retain all accounts receivable arising out after the Year-End Balance Sheet Date, on the accounting records of the operation 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. To the Knowledge of the Business Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and specimens received by Xxxxx on and no account receivable is pledged to any third party In the event the Purchase Price is adjusted in accordance with Article 1 for accounts receivable not collected within 180 days after the Closing Date. After the Closingbilling, Xxxxx and the Seller Parties shall forward to Company subsequently collects the other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable.
(b) After the Closing Dateaccount receivable(s), Buyer shall promptly (and in any event pay such collected amount(s) to Member by wire transfer of immediately available funds no later than ten (10) days prior to Business Days after such payment(s) were received.
(b) The accounts payable reflected on the Penalty DateYear-End Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business. The Company has not written off, as defined below) forward to the Seller Parties any invoicesnor reversed, bills, notices or requests for payments relating to any accounts payable or other accruals related to liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Business arising prior to Year-End Balance Sheet or accrued after the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such date thereof have arisen from bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is transactions entered into by the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than Company in the event Ordinary Course of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a).
(c) After the Closing Date, the Seller Parties shall promptly forward to Buyer any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyer.
Appears in 1 contract
Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable arising out Schedule 3.21(a) contains a complete detailed aging of the operation of the Business and specimens received by the Seller Parties prior to the Closing Date and Buyer shall retain all accounts receivable arising out of the operation of the Business and specimens received by Xxxxx on and after the Closing Date. After the Closing, Xxxxx and the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable of the other partyCompany as reflected in the Most Recent Balance Sheet. Notwithstanding anything The receivables classified as accounts receivable on the Most Recent Balance Sheet and the receivables of the Company which have arisen since the date of the Most Recent Balance Sheet (collectively, the Receivables”) (a) represent valid obligations arising from sales actually made or services actually performed by the Company, (b) have arisen in the ordinary course of business and (c) are not subject to any counterclaims, setoffs or disputes or believed to be otherwise uncollectible, subject to the contrary stated hereinreserves set forth in the Most Recent Balance Sheet. Since the date of the Most Recent Balance Sheet, neither party shall have any responsibility the Company has not cancelled or agreed to collect cancel, in whole or in part, any of the other party’s accounts receivableReceivables.
(b) After Schedule 3.21(b) contains a complete detailed aging of the Closing Date, Buyer shall promptly (and in any event no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to of the Business arising prior to Company as reflected in the Closing Date Most Recent Balance Sheet. The payables classified as accounts payable on the Most Recent Balance Sheet and the payables of the Company which have arisen since the date of the Most Recent Balance Sheet (collectively, the “Pre-Closing Payables”)
(a) represent valid payment obligations arising from obligations actually incurred by the Company, (b) have arisen in the ordinary course of business and (c) are not subject to any counterclaims, setoffs or disputes or believed to be otherwise uncollectible. Promptly upon receipt, and in any event no later than Since the expiration date of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”)Most Recent Balance Sheet, the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where Company has not cancelled or agreed to cancel, in whole or in part, any such Pre-Closing Payable is of the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved)Payables. In the event that the Seller Parties shall fail to pay Company pays any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in date of the event of a bona fide good faith dispute as described above), upon thirty (30) days’ Most Recent Balance Sheet but prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the BusinessEffective Date, then Buyer shall have will reimburse the right to pay Members after the Effective Date, upon presentation in writing of proof of such bona fide Pre-Closing Payable on behalf payment of any Payable. Any payables of the Seller Parties (including any interest penalties, late fees or other charges thereonCompany not listed on Schedule 3.21(b) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-be deemed Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a)Indebtedness.
(c) After the Closing Date, the Seller Parties shall promptly forward to Buyer any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyer.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Telava Networks Inc)
Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable as are reflected on the Success Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies' accounts receivable, net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the past practices employed by the Transferred Companies in the Ordinary Course of Business, provided that no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the operation Ordinary Course of Business and are not subject to defenses, deductions, set offs or counterclaims, other than in the Ordinary Course of Business. The Transferred Companies maintain their accounting records in sufficient detail to substantiate the accounts receivable reflected on the Success Financial Statements and the books and records of the Business Transferred Companies and specimens received by have given the Seller Parties prior Purchaser full and complete access to those records. Since the Latest Success Balance Sheet Date, the Transferred Companies have not changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the schedules or billing reports or in the Success Financial Statements and such additional accounts payable as are fairly reflected on the books of the Transferred Companies on the Closing Date and Buyer shall retain represent all accounts receivable arising out payable of the operation Transferred Companies. The Cash of the Business and specimens received by Xxxxx Transferred Companies shall not be less than Zero Dollars ($0.00) on and after the Closing Date. After the Closing, Xxxxx and Except as set forth on Section 3.12 of the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable Disclosure Letter, none of the other party. Notwithstanding anything Medical Practices owes, or is owed, any amount, whether pursuant to the contrary stated hereina Prior Management Services Agreement or otherwise, neither party shall have any responsibility to collect or from any of the other party’s accounts receivableTransferred Companies.
(b) After the Closing Date, Buyer shall promptly (and in any event no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a).
(c) After the Closing Date, the Seller Parties shall promptly forward to Buyer any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyer.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Klein Benjamin)
Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable arising out of the operation of the Business and specimens received by the Seller Parties prior to the Closing Date and Buyer shall retain all accounts receivable arising out of the operation of the Business and specimens received by Xxxxx on and agrees that after the Closing Date. After the Closing, Xxxxx and the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable.
(b) After the Closing Date, Buyer shall have the right and authority to collect for its own account or the account of its Affiliates all Accounts Receivable which are transferred and assigned to Buyer. Seller agrees that it will promptly transfer and deliver to Buyer any cash or other property which Seller may receive in respect of such Accounts Receivable. Buyer agrees that after the Closing Date, Seller shall have the right and authority to collect for its own account or the account of its Affiliates all Accounts Receivables which are retained by Seller, including any Accounts Receivable that arose prior to the Closing Date but that are not reflected on Seller’s Books and Records or Detailed Balance Sheet. Buyer agrees that it will promptly transfer and deliver to Seller any cash or other property which Buyer may receive in respect of such Accounts Receivables.
(b) Following the Closing Date, Buyer shall make prompt payments in respect of all Liabilities of the type designated on the Detailed Balance Sheet as being assumed by Buyer and reflected on the Pre-Closing Working Capital Statement and the Working Capital Statement, other than those which are being contested in any event no later than good faith by appropriate proceedings. Following the Closing Date, Buyer shall cooperate with Seller to inform Seller in a timely manner of the receipt of goods and/or services ordered by Seller prior to the Closing Date. In respect of expenses that are accrued in whole or in part prior to the Closing Date, which become payable after the Closing Date and which do not appear on the Pre-Closing Working Capital Statement or Working Capital Statement, such expenses shall be prorated between Buyer and Seller as of the Closing Date on the Determination Date. Within ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a).
(c) After the Closing Determination Date, the amount, if any, pursuant to this Section 7.10(b) due from Buyer to Seller Parties shall promptly forward or due from Seller to Buyer any invoices, bills, notices shall be paid in cash by wire transfer of immediately available funds from Buyer to Seller or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice from Seller to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyeras applicable.
Appears in 1 contract
Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable as are reflected on the Success Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies’ accounts receivable, net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the past practices employed by the Transferred Companies in the Ordinary Course of Business, provided that no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the operation Ordinary Course of Business and are not subject to defenses, deductions, set offs or counterclaims, other than in the Ordinary Course of Business. The Transferred Companies maintain their accounting records in sufficient detail to substantiate the accounts receivable reflected on the Success Financial Statements and the books and records of the Business Transferred Companies and specimens received by have given the Seller Parties prior Purchaser full and complete access to those records. Since the Latest Success Balance Sheet Date, the Transferred Companies have not changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the schedules or billing reports or in the Success Financial Statements and such additional accounts payable as are fairly reflected on the books of the Transferred Companies on the Closing Date and Buyer shall retain represent all accounts receivable arising out payable of the operation Transferred Companies. The Cash of the Business and specimens received by Xxxxx Transferred Companies shall not be less than Zero Dollars ($0.00) on and after the Closing Date. After the Closing, Xxxxx and Except as set forth on Section 3.12 of the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable Disclosure Letter, none of the other party. Notwithstanding anything Medical Practices owes, or is owed, any amount, whether pursuant to the contrary stated hereina Prior Management Services Agreement or otherwise, neither party shall have any responsibility to collect or from any of the other party’s accounts receivableTransferred Companies.
(b) After the Closing Date, Buyer shall promptly (and in any event no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a).
(c) After the Closing Date, the Seller Parties shall promptly forward to Buyer any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising on and after the Closing Date (“Post-Closing Payables”). Promptly upon receipt, and in any event no later than the Penalty Date, Buyer shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to Buyer, the Seller Parties shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyer.
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Samples: Membership Interest Purchase Agreement (Greenbrook TMS Inc.)
Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable arising out of the operation of the Business and specimens received by the Seller Parties prior to the Closing Date and Buyer shall retain all accounts receivable arising out of the operation of the Business and specimens received by Xxxxx on and after the Closing Date. After the Closing, Xxxxx and the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable.
(b) After the Closing Date, Buyer shall promptly (and in any event By no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which are received by Buyer post-Closing in respect of accounts receivable arising out of the operation of the Business prior to the Closing which would otherwise be owed to the Seller Parties by Buyer pursuant to Section 4.18(a).
(c) After the Closing Date, the Seller shall have taken all requisite action to notify its customers of the sale and transfer of the Business and that any payments of future invoices relating to the Business and Sold Assets shall be made to the Purchaser and not to the Seller or the Seller’s bank accounts
(b) Following the Closing, the Seller shall forward to the Purchaser, immediately upon receipt thereof, any payments of accounts receivable of the Purchaser. Promptly following the Closing, the Parties shall promptly forward cooperate in advising customers to Buyer direct any invoicesfuture payments by such customers to the Purchaser. Following the Closing, bills, notices or requests for payments the Seller and Selling Shareholders will provide such cooperation as the Purchaser shall reasonably request in connection with the Purchaser’s collection of outstanding accounts receivable of the Purchaser relating to the Business but Seller shall not be responsible to become Purchaser’s collections agency.
(c) To the extent that the Purchaser receives any invoices for accounts payable or other accruals related statements evidencing amounts owed by the Seller to another party, the Purchaser will promptly deliver such documents to the Business arising on Seller.
(d) Without limiting the generality of the foregoing, with respect to any invoice that contains amounts that are payable (or receivable) in respect of goods or services that pertain to both the period prior to Closing and after the Closing Date period thereafter, the Parties will work in good faith to allocate among each other the amounts payable (“Post-Closing Payables”). Promptly upon receiptor receivable) by each Party under such invoice, and in any event light of the benefits received (or obligations incurred) with respect to the goods or services received (or provided) pursuant to such invoice.
(e) By no later than the Penalty Closing Date, Buyer the Seller shall pay all such bona fide Post-Closing Payables (it being understood that where any such Post-Closing Payable is the subject of a bona fide good faith dispute between Xxxxx and the third party claiming such amount, Buyer may delay payment of such Post-Closing Payable until such dispute is resolved). In the event Buyer shall fail to pay any bona fide Post-Closing Payable overdue payments (including penalties for late payments, if any) to its vendors, suppliers, employees, consultants, contractors, service providers, contract manufacturers, licensors and any interest penaltiesother third parties to whom it has unpaid and overdue payment obligations, late fees or other charges thereon) within thirty (30) days after and following the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to BuyerClosing, the Seller Parties shall have the right hereby undertakes to pay make such bona fide Post-Closing Payable payments as may be due on behalf of Buyer (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of the Seller Parties set forth herein (including rights to indemnification set forth in Article X), the Seller Parties shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) from any funds which would otherwise be owed by Seller or any of its Affiliates to Buyera timely basis.
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