Common use of Accounts Receivable/Payable Clause in Contracts

Accounts Receivable/Payable. The accounts receivable of the Company relating to the ownership and operation of the Practice reflected on the Company Balance Sheet, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company relating to the ownership and operation of the Practice to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 6 contracts

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Accounts Receivable/Payable. The accounts receivable Accounts Receivable of the Company relating to the ownership and operation of the Practice reflected on the Company Balance Sheet, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company relating to the ownership and operation of the Practice to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc), Optical Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable Accounts Receivable of the Company and the Partnership relating to the ownership and operation of the Practice reflected on the Company Partnership Balance Sheet, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company and the Partnership relating to the ownership and operation of the Practice to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refundsrefunds (other than refunds in an amount not to exceed 2% of the net collectible accounts receivable as of August 31, 1997), discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has and the Partnership have collected Accounts Receivable only in the ordinary course and has have not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has and the Partnership have paid accounts payable in the ordinary course and has have not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable of the Company Seller relating to the ownership and operation of the Practice reflected on the Company Balance SheetSeller's Financial Statements (the "Accounts Receivable"), to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Seller relating to the ownership and operation of the Practice to be reflected on the books of the Company Seller on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six (6) months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Seller has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company Seller has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable Accounts Receivable of the Company Partnership relating to the ownership and operation of the Practice reflected on the Company Partnership Balance Sheet, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Partnership relating to the ownership and operation of the Practice to be reflected on the books of the Company Partnership on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Partnership has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company Partnership has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable of the Company Seller relating to the ownership and operation of the Practice reflected on the Company Balance SheetSeller's Financial Statements (the "Accounts Receivable"), to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Seller relating to the ownership and operation of the Practice to be reflected on the books of the Company Seller on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six (6) months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Seller has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement; provided, however, that the parties acknowledge and agree that Seller has recently put into place a new computer billing system which has delayed the collection of Seller's Accounts Receivable and such changes and delay shall not be deemed a breach of this Section 3.1(x). The Company Seller has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The To the best of Seller's knowledge, the accounts receivable of the Company Seller relating to the ownership and operation of the Practice reflected on the Company Balance SheetSeller's Financial Statements (the "Accounts Receivable"), to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Seller relating to the ownership and operation of the Practice to be reflected on the books of the Company Seller on the Closing Date (the "Accounts Receivable") will be, valid, existing valid and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivableexisting, and represent amounts due for goods sold and delivered or services performed. There Except as set forth in the Allowance Account in the Financial Statements, there are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Seller has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company Seller has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable Accounts Receivable of the Company relating to the ownership and operation of the Practice reflected on the balance sheet of the Company Balance Sheetat May 31, 1998, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company relating to the ownership and operation of the Practice to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There To the Company's knowledge, there are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement. The Company has caused the Professional Employees to assign any and all of their rights with respect to Accounts Receivable to Vision 21.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable of the Company and the Partnership relating to the ownership and operation of the Practice reflected on the Company Partnership Balance Sheet, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company and the Partnership relating to the ownership and operation of the Practice to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refundsrefunds (other than refunds in an amount not to exceed 2% of the net collectible accounts receivable as of August 31, 1997), discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has and the Partnership have collected Accounts Receivable only in the ordinary course and has have not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has and the Partnership have paid accounts payable in the ordinary course and has have not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Accounts Receivable/Payable. The accounts receivable of the Company Seller relating to the ownership and operation of the Practice reflected on the Company Balance SheetSeller's Financial Statements (the "Accounts Receivable"), to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Seller relating to the ownership and operation of the Practice to be reflected on the books of the Company Seller on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six (6) months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There To the best of Seller's and Optometrist's knowledge, there are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Seller has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company Seller has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable of the Company Seller relating to the ownership and operation of the Practice its ASC Business reflected on the Company Balance SheetSeller's Financial Statements (the "Accounts Receivable"), to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Seller relating to the ownership and operation of the Practice its ASC Business to be reflected on the books of the Company Seller on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six (6) months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Seller has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company Seller has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Ambulatory Surgical Center Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable Accounts Receivable of the Company relating to the ownership and operation of the Practice Company reflected on the Company Balance Sheet, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company relating to the ownership and operation of the Practice Company to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.contemplated

Appears in 1 contract

Samples: Organization Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable Accounts Receivable of the Company relating to the ownership and operation of the Practice reflected on Company as disclosed in the Company Balance SheetContract Financial Information, to the extent uncollected on the date hereof, are, and the accounts receivable of the Company relating to the ownership and operation of the Practice Company to be reflected on the books of the Company on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth as disclosed in the Contract Financial StatementsInformation) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Organization Asset Purchase Agreement (Vision Twenty One Inc)

Accounts Receivable/Payable. The accounts receivable of the Company Seller relating to the ownership and operation of the Practice reflected on the Company Balance SheetSeller's Financial Statements (the "Accounts Receivable"), to the extent uncollected on the date hereof, are, and the accounts receivable of the Company Seller relating to the ownership and operation of the Practice to be reflected on the books of the Company Seller on the Closing Date (the "Accounts Receivable") will be, valid, existing and collectible within six (6) months from the Closing Date (taking into consideration the allowance for doubtful accounts set forth in the Financial Statements) using reasonably diligent collection methods taking into account the size and nature of the receivable, and represent amounts due for goods sold and delivered or services performed. There To the best knowledge of Seller, there are not, and on the date of Closing there will not be, any refunds, discounts, set-offs, defenses, counterclaims or other adjustments payable or assessable with respect to the Accounts Receivable. The Company Seller has collected Accounts Receivable only in the ordinary course and has not changed collection procedures or methods nor accelerated the pace of such collection efforts in anticipation of the transactions contemplated in this Agreement. The Company Seller has paid accounts payable in the ordinary course and has not changed payment procedures or methods nor delayed the timing of such payments in anticipation of the transactions contemplated in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vision Twenty One Inc)

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