Accounts Receivable Guarantee. (a) Buyer shall have the right, at any time after the 120th day and before the 130th day following the Closing Date, to assign to Seller a face amount of Accounts Receivable (the "Reassigned Receivables") equal to the uncollected portion of any Accounts Receivable included on the Closing Balance Sheet that have not been collected by Buyer within 120 days after the Closing Date; provided, however, prior to such reassignment, Buyer shall cause the Company, under the direction of the Shareholder, to use its reasonable best efforts to collect the Accounts Receivables and Buyer shall not release any party from liability for any unpaid Accounts Receivable without the prior written consent of Seller. Buyer shall deliver to Seller all documents that relate to the Reassigned Receivables and any similar documents generated by Buyer after the Closing Date. Upon receipt of a document from Buyer transferring the Reassigned Receivables to Seller, Seller shall promptly pay Buyer the face amount of the Reassigned Receivables. Buyer shall cooperate with Seller in any reasonable collection efforts relating to the Reassigned Receivables. (b) The parties agree that, in the absence of specific customer instructions to apply, or not to apply, payments to specific invoices, the payments received by Buyer from customers of the Business subsequent to the Closing Date shall be applied against the oldest outstanding balances of such Accounts Receivables. After Buyer has assigned the Reassigned Receivables to Seller, if Buyer receives payment from a customer for such
Accounts Receivable Guarantee. Amtech would agree to purchase any billed accounts receivable of Adjusted TSG that are legally due under the relevant contract, which are included in the Final Closing Balance Sheet and which remain uncollected 180 days following the Closing Date, but only to the extent that the aggregate amount of such uncollected accounts receivable exceeds the reserve provided therefor on the Final Closing Balance Sheet, for the face amount of such receivables (without giving effect to any write-down of such receivables following the Closing Date) plus interest on such amount from the Closing Date to the date of payment.
Accounts Receivable Guarantee. 25 5.10 Cooperation..................................................26 5.11
Accounts Receivable Guarantee. If any accounts receivables related to the sales of Software licenses for Products invoiced during the month of June 2004, but excluding any portion of an invoice for maintenance and consulting services (the “Guaranteed Receivables”) are not collected in cash by Buyers by the earlier of (i) 120 days after the Closing Date and (ii) the date of settlement of the working capital adjustment pursuant to Section 3.2 hereof, then Buyers may elect to assign to the Sellers any such uncollected Guaranteed Receivables up to a maximum of $600,000, in which case such uncollected Guaranteed Receivables shall be 100% provided for in the calculation of the Final Working Capital, such that the Final Working Capital shall be reduced by such amount. Buyers covenant to the Sellers that they shall use commercially reasonable efforts to collect the Guaranteed Receivables and perform services in the ordinary course with respect to the licenses underlying the Guaranteed Receivables to the extent the commitment to the applicable customer were made in the ordinary course.
Accounts Receivable Guarantee. (a) Subject to this Section 7.13, Seller hereby guarantees the collectability of all of the Accounts Receivable of the Acquired Companies, both billed and unbilled, included in the Closing NTBV as Finally Determined (net of allowances for doubtful accounts included in the Closing NTBV as Finally Determined) (the “Current Balance Sheet Receivables”) within eighteen (18) months of the Closing Date. The Accounts Receivable guaranteed hereunder shall be net of any amounts collected within eighteen (18) months of the Closing Date with respect to Accounts Receivable that had previously been included in the allowances for doubtful accounts.
Accounts Receivable Guarantee. 7.1 To the extent that any Accounts Receivable have not been collected within one year of the Implementation Date (or, where such Accounts Receivable remain due in accordance with the terms of the relevant contract under which they were created, within 180 days of their respective due dates, but in any event not later than the Second Adjustment Date) (collectively, the Unpaid Accounts Receivable), the Additional Scheme Consideration will be reduced by the amount of Unpaid Accounts Receivable and the relevant amounts will be released from the Escrow Account to Xxxxxx in accordance with clause 9 and the terms of this Agreement generally.
Accounts Receivable Guarantee. The difference (“Accounts Receivable Shortfall”) between (i) the amount of Maco’s accounts receivable recorded on Maco’s audited financial statements as adjusted pursuant to Section 2.02(b)(vi) and (ii) the amount of such receivables actually collected by Maco during the period January 1, 2005 through June 30, 2005 will be determined by the Auditors on or before July 1, 2005. Sellers will pay to Purchasers the Accounts Receivable Shortfall on July 1, 2005 without offset, and Purchasers will cause Maco to transfer to Sellers without warranty or recourse such receivables for which Sellers are making payment. Purchasers will cause Maco to solicit, pursue and enforce collection of such receivables pursuant to normal business habits and past practice, and will periodically update Sellers on collection of such receivables. Through July 1, 2005, Purchasers will also cause Maco to timely request insurance repayments of insured receivables and to supply to credit insurers all required information to allow insurers to pay insured receivables.
Accounts Receivable Guarantee. 45 9.15 Prorations . . . . . . . . . . . . . . . . . . . . . . . . . 46 9.16 SFI Shareholders' Release . . . . . . . . . . . . . . . . . 46 9.17
Accounts Receivable Guarantee. 11 2.4 The Closing.................................................... 12 2.5
Accounts Receivable Guarantee. The Seller and the Principals jointly and severally agree within 30 days after notice thereof (a) to purchase the aggregate amount of accounts or notes receivable of the Seller included in the Closing Net Asset calculation ("Included Receivables") that have not been paid in full within 120 days after the Closing Date to the extent that the Purchaser has not collected from account debtors with respect to such Included Receivables an amount equal to the aggregate amount of Included Receivables less the amount of the allowance for doubtful accounts as of the Closing Date as reflected on the Closing Balance Sheet (the "Closing AR Value") for a purchase price equal to the difference between the amount collected and the Closing AR Value, and (b) to purchase any debit memos issued by the Seller that have not been allowed by vendors within 120 days after the Closing (unless such receivables or debit memos were not included in the Closing Net Asset calculations). Purchaser and Vestcom covenant and agree to cooperate with Seller, in the event Seller is required to repurchase the same, in collecting said accounts and notes receivable acknowledging that Seller will be reimbursed for all amounts subsequently collected that were repurchased.
