Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts.
(b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.
Accounts Receivable and Accounts Payable. 7 (a) General.....................................................7 (b)
Accounts Receivable and Accounts Payable. (a) Attached hereto as Schedule 4.25(a) is a true, correct and complete list, as of a date not more than ten (10) business days prior to the date hereof, of the accounts and notes receivable of the Company, which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. To the Knowledge of the Seller Parties, all Accounts Receivable and notes receivable of the Company (i) have arisen from sales actually made or services actually performed only in the ordinary course of business consistent with past practice, and (ii) are not subject to defenses, set-offs or counterclaims. To the Knowledge of the Seller Parties, all billed Accounts Receivable are generally due within thirty (30) days after being accrued on the books of the Company and have been collected, or will be collected, in the full aggregate recorded amounts thereof, less, in the case of the Accounts Receivable reflected on the Closing Balance Sheet, the allowance for doubtful accounts utilized in the preparation of the Closing Balance Sheet.
(b) Attached hereto as Schedule 4.25(b), is a true, correct and complete list, as of a date not more than ten (10) business days prior to the date hereof, of the accounts and notes payable and accrued expenses of the Company specifying in each case the payee, the face amount of each payable, the age of each payable regardless of classification on the balance sheet account and any defenses, set-offs or counterclaims that may exist with respect thereto, which includes an aging of all accounts and notes payable showing amounts owing in thirty (30) day aging categories. All accounts and notes payable and accrued expenses of the Company (collectively, the "Accounts Payable") have been incurred or have arisen only in the ordinary course of business consistent with past practice. Except as noted on Schedule 4.26(b), there is no dispute between the Company or any payee with respect to any Account Payable.
(c) Attached hereto as Schedule 4.25(c), is a true, correct and complete list of a date not more than ten (10) business days prior to the date hereof, of the unbilled receivables of the Company (the "Unbilled Receivables"). To the Knowledge of the Seller Parties, all Unbilled Receivables have arisen only from sales actually made or services actually performed in the ordinary course of business consistent with past practices, are collectible in the ordinary course of business and are not subject to defenses, set-offs or count...
Accounts Receivable and Accounts Payable. A true and correct aged (30-60-90 days) list of all accounts receivable and accounts payable of the Company as of the end of the calendar month preceding the date hereof has been furnished to the Buyer. All of the accounts receivable of the Company are actual and bona fide accounts receivable representing obligations for the total dollar amount thereof showing on the books of the Company and the accounts receivable are not and the accounts receivable as of the Closing Date will not be subject to any recoupments, set-offs or counter-claims, other than set-offs from the purchase of inventory by the Company and returns, in each case in the Ordinary Course of Business. Except as otherwise reflected or reserved for in the Financial Statements such accounts receivable are collectible in the Ordinary Course of Business.
Accounts Receivable and Accounts Payable. (a) Each of the currently outstanding Accounts Receivables arose from bona fide transactions in the ordinary course of business of the Company and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently applied. The Company has good and valid title to the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrances, and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of business.
(b) All accounts payable of the Company (i) reflected in the Company Financial Statements have been paid and are the result of bona fide transactions in the ordinary course of business of the Company and (ii) arising after March 31, 2024 are the result of bona fide transactions in the ordinary course of business of the Company.
Accounts Receivable and Accounts Payable. (a) The Accounts Receivable reflected on the Interim Balance Sheet and the Accounts Receivable arising after the date thereof and on or before the Closing (a) have arisen from bona fide transactions entered into by Target 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 Target not subject to Encumbrances or claims of set-off or other defenses or counterclaims; 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 Target delivered to Purchaser prior to the Closing, are collectible in full, without any set-off, within seventy-five (75) 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 Target delivered to Purchaser have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Section 4.12(a) of the Target Disclosure Schedules sets forth a complete and accurate list of all Accounts Receivable as of April 30, 2015, including the aging of each Account Receivable. No account debtor with respect to any of such Accounts Receivable is a Governmental Authority (including any Federal healthcare program). Target has not received notice of the bankruptcy or insolvency of the account debtor of any Accounts Receivable. None of such Accounts Receivable is evidenced by a judgment or chattel paper.
(b) All accounts payable reflected on the Interim Balance Sheet or arising thereafter and on or before the Closing are the result of bona fide transactions in the ordinary course of business and have been paid, are not yet due or payable or are otherwise subject to good faith dispute by Target and described on Section 4.12(b) of the Target Disclosure Schedules. Since the Balance Sheet Date, Target has not altered in any material respect its practices for the payment of such accounts payable.
Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement:
(a) All accounts receivable of each Company and any Subsidiary thereof reflected on the balance sheet included in the Interim Financial Statements, and all accounts receivable arising subsequent to the date thereof, represent sales actually made or services actually performed in the ordinary course of business or bona fide claims against the respective debtors as to which full performance has been rendered. The Companies’ respective reserves for returns, allowances, chargebacks and bad debts are commercially reasonable and have been determined in accordance with GAAP. Except to the extent reserved against any accounts receivable or as reflected by prepayments or unused credits, no counterclaims or offsetting claims with respect to such accounts receivable are pending or, to the knowledge of the Selling Parties, threatened. Schedule 5.24 sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiaries. All steps necessary to render all such security arrangements legal, valid, binding and enforceable, and to give and maintain for any Company or a Subsidiary thereof, as the case may be, a perfected security interest in the related collateral, have been taken.
(b) The accounts payable of each Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet included in the Interim Financial Statements, and all accounts payable arising subsequent to the date thereof, arose or will arise from bona fide transactions in the ordinary course of business.
Accounts Receivable and Accounts Payable. Except as set forth on Section 4.20 of the Landmark Disclosure Schedule, the Accounts Receivable all have arisen from bona fide transactions with independent third parties in the ordinary course of Business and were, on the Landmark Financial Statements, subject to adequate reserves in accordance with and based upon Landmark’s past practice. All Accounts Payable of Landmark have arisen from bona fide transactions in the ordinary course of Business and are to be paid in accordance with normal trade practice.
Accounts Receivable and Accounts Payable. The Buyer shall collect the Accounts Receivable and shall pay the Assumed Payables in the Ordinary Course of Business for one hundred eighty (180) days after the Closing. On the tenth (10th) day of each month, the Buyer shall provide the Seller with an accounting of the Accounts Receivable collected by the Buyer and the Assumed Payables paid by the Buyer during the preceding calendar month. If the Accounts Receivable collected by the Buyer exceeds the Assumed Payables paid by the Buyer during such one hundred eighty (180) day period, the Buyer shall include a check payable to the Seller for the amount of such excess with the final monthly accounting due one hundred ninety (190) days after the Closing. If the Accounts Receivable collected by the Buyer are less than the Assumed Payables paid by the Buyer during such one hundred eighty (180) day period, the Seller shall send a check payable to the Buyer for the amount of such deficiency within ten (10) days after receiving the final monthly accounting from the Buyer.
Accounts Receivable and Accounts Payable. The Seller will collect its accounts receivable and pay its accounts payable in the Ordinary Course of Business. The Seller will not accelerate the collection of its accounts receivable or delay the payment of its accounts payable in a manner which is inconsistent with its past practices.
