Accounts Receivable and Payables Sample Clauses

Accounts Receivable and Payables. (a) All accounts receivable of the Transferred Companies have arisen from bona fide transactions in the Ordinary Course of Business and are payable on ordinary trade terms. To the Knowledge of Seller, the reserves reflected on the Balance Sheet in respect of accounts receivable are adequate. (b) All accounts payable of the Transferred Companies reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business.
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Accounts Receivable and Payables. The Univision Parties will use commercially reasonable efforts during the four-month period beginning with the Closing Date (the “Collection Period”) to assist the Entravision Parties in the collection of all accounts receivable of the Entravision Stations existing as of the Closing Date (the “Receivables”); provided that the Univision Parties shall not be obligated to use any efforts that are more extensive than the efforts that they use to collect their own accounts receivable; provided, further, that the Univision Parties shall not (i) initiate any litigation or collection action, (ii) make any referral or compromise of any Receivables to a collection agency or attorney for collection, or (iii) settle or adjust the amount of any of the Receivables without the written approval of the Entravision Parties. The Univision Parties shall promptly remit to the Entravision Parties any amounts received with respect to the Receivables, and the Univision Parties acknowledge and agree that all Receivables collected by the Univision Parties pursuant to this section shall be the property of the Entravision Parties and shall be deemed to be held in trust for the benefit of the Entravision Parties to be remitted in accordance with this section. If a Univision Party receives monies from an account debtor of a Univision Party that is also an account debtor of an Entravision Party with respect to any of Entravision Party’s Receivables, such Univision Party shall credit the sums received to the oldest account due. The Univision Parties may pay, on behalf of the Entravision Parties, any of the accounts payable of the Entravision Stations existing as of the Closing Date (the “Payables”); provided that the Entravision Parties shall promptly reimburse the Univision Parties for the payment thereof upon delivery to the Entravision Parties of reasonably satisfactory evidence of the payment thereof; provided further that the Univision Parties shall be entitled to offset, against any amounts that the Univision Parties owes to the Entravision Parties under this Section 5.15, any amounts owed to the Univision Parties by the Entravision Parties under this Section 5.15.
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Accounts Receivable and Payables. Subject to Section 2.3(b), all accounts receivable and payables reflected on the Reference Date Balance Sheet and, subject to Schedule 3.2 and Sections 2.3(b) and 2.5, the Closing Date Balance Sheet have arisen from bona fide transactions by Seller in the ordinary course of business. Section 5.11 of the Disclosure Schedule sets forth a true and correct list as of the Reference Date of each account receivable with respect to the Business, listing the payor and the amount outstanding. Subject to any modifications made pursuant to Section 2.3(b), Section 5.11 of the Disclosure Schedule sets forth true and correct lists as of the Reference Date of each Trade Payable with respect to the Business, listing the payee and the amount outstanding.
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Accounts Receivable and Payables. 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, have arisen from bona fide transactions by the Company 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. Schedule 3.16 sets forth a true and correct list of each account payable of the Company (and the age of such payable), as of November 30, 2023.
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Accounts Receivable and Payables. The attached Schedule 1.6(j) contains a true and complete list of all accounts receivable of the Business (the “Accounts Receivable”), as of two (2) Business Days prior to the Closing Date. Except as set forth on the attached Schedule 4.9, all Accounts Receivable are reflected properly on the books and records of Seller, are valid receivables subject to no setoffs or counterclaims, are current and collectible and will be collected in substantial accordance with their terms and at their recorded amounts, subject only to the reserve for bad debts set forth on the Most Recent Balance Sheet, as adjusted for the passage of time through the Closing Date in accordance with generally acceptable accounting principles consistently applied, and are free and clear of all Liens and factoring agreements. No trade accounts payable forming part of the Assumed Liabilities or other Assumed Liabilities are past due. The Assumed Liabilities have been incurred in the ordinary course of business and Seller has not delayed or postponed the payment of any such Assumed Liabilities or other accounts payable or other liabilities. Seller has no Notes Receivable other than the DSPI Note.
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Accounts Receivable and Payables. The accounts and notes receivable and all other receivables shown on the Interim Balance Sheet (subject to reserves for non-collectibility as reflected therein), and all receivables acquired or generated by AVS since March 31, 2000, 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 AVS is not aware of any facts or circumstances that would render such amounts uncollectable in excess of the reserves for such recorded on the Interim Balance Sheet. Such reserves for non-collectibility have been reflected on the Interim Balance Sheet in accordance with GAAP and are adequate. No such account has been assigned or pledged to any other Person, and no defense or set-off or similar right to any such account has been asserted by the account obligor.
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Accounts Receivable and Payables. The accounts and notes receivable and all other receivables shown on the Interim Balance Sheet (subject to reserves for non-collectibility as reflected therein), and all receivables acquired or generated by KSG and its subsidiaries since June 30, 2001, 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, except as set forth in Section 5.26 of the Sellers' Disclosure Schedule, the Sellers are not aware of any facts or circumstances that would render such amounts uncollectable in excess of the reserves for such recorded on the Interim Balance Sheet. Such reserves for non-collectibility have been reflected on the Interim Balance Sheet in accordance with GAAP and are adequate. No such account has been assigned or pledged to any other Person, and no defense or set-off or similar right to any such account has been asserted by the account obligor.
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Accounts Receivable and Payables. Except as set forth in the Financial Statements, the accounts receivable of the Corporation and of the Subsidiaries are good accounts receivable collectible in accordance with the respective customer contract and are not subject to any defense, counterclaim or set-off. Since June 30, 1999, the accounts payable of the Corporation and each Subsidiary have been paid in the normal course of business and none of the Corporation or any Subsidiary has any outstanding accounts payable which are over 120 days old.
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Accounts Receivable and Payables. (a) All accounts receivable of the Companies and the Subsidiary have arisen from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms. There is no material contest, claim or right of set-off asserted in writing under any Contract with any obligor of an account receivable relating to the amount or validity of such account receivable that has not been reserved against on the Balance Sheet or in the accounting records of the Companies and the Subsidiary. (b) All accounts payable of the Companies and the Subsidiary reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business.
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Related to Accounts Receivable and Payables

  • 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.

  • 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) 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 Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Accounts Receivable; Inventory (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. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. 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 Transaction 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. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2).

  • Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • 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.

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