Accounts Receivable Payments Sample Clauses

Accounts Receivable Payments. Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, without notice to or assent by Seller, for the sole and exclusive purposes of signing, endorsing and negotiating any check, draft, deposit item or other instruments received by Buyer as a customer payment on the Purchased Accounts Receivable transferred or assigned hereunder. The power and authority granted to Buyer pursuant to this Section 1.6 shall expire 90 days after the Closing Date. Seller will immediately remit to Buyer any payments received by Seller on any Purchased Accounts Receivable transferred to Buyer hereunder. Buyer will immediately remit to Seller any payments received by Buyer with respect to the Retained Accounts Payable.
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Accounts Receivable Payments. (a) On the date that is ninety (90) days after the Closing Date, the Buyer will deliver to the Seller a detailed statement setting forth the then uncollected amounts of Accounts Receivable which were ascribed a value in determining the Purchase Price (the "Valued Receivables") and which, despite commercially reasonable efforts of the Buyer after the Closing Date (including the application, subject to applicable Law, with respect to each customer of amounts received from such customer to the oldest then outstanding Accounts Receivable from such customer aged less than 365 days at the time of such receipt), shall have not yet then been collected in full by the Buyer. The Seller shall pay the Buyer a cash amount equal to the uncollected face amount of the Valued Receivables within ten (10) business days after receipt of such statement by the Seller;
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Accounts Receivable Payments. If, following the Closing Date, Seller receives any payments, collections or other amounts from a customer or other third party with respect to any accounts receivable included within the Acquired Assets, Seller shall, within three (3) business days of receipt of such payment, deliver such payment to Acquisition Sub. Any payment made pursuant to this Section 5.5 shall be made by wire transfer of immediately available funds to an account designated in writing by Acquisition Sub.
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Accounts Receivable Payments. During the 365-day period following the Closing date, purchaser shall use commercially reasonable efforts to collect Company's accounts receivable as of the Closing date. Within 10 days after the 90th, 180th, 270th, and 365th days following the Closing date, Purchaser shall pay to Shareholders in equal amounts one-half of such Company's accounts receivable collected during the period just ended. Donal M. Welch shall rexxxxxxxx xx xxxmitted to participate in the collection of such receivables.
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Accounts Receivable Payments. (a) MEXICO GROWER RECEIVABLES. New Apio shall pay to the Partners in accordance with Schedule 2.8(a) an amount equal to the total amount received (as calculated by the Chief Financial Officer of Landec) in respect of the Mexico Grower Receivables during the ninety (90) day calendar period commencing on the Closing Date within five (5) days following the expiration of such period; PROVIDED, HOWEVER, that in no event shall the amount owed by New Apio to the Partners pursuant to the application of this Section 2.8(a) be greater than $100,000.
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Accounts Receivable Payments. The Purchaser will pay (or will cause the Companies to pay) to the Member all proceeds collected by the Companies in respect of the Closing Accounts Receivable during the six-month period following the Closing Date (the “AR Payment Period”) up to a maximum total equal to the Closing Accounts Receivable plus $7,000, which reflects the security deposit under the lease set forth on Schedule 4.12(b), minus the Closing Accounts Payable (the “AR Payments”). The Purchaser will deliver to the Member a statement (the “AR Statement”) (i) setting forth the amount collected by the Companies in respect of the Closing Accounts Receivable with respect to each monthly period during the AR Payment Period (ii) certified by an authorized representative of the Purchaser, in such representative’s capacity as a representative of the Purchaser and not in his or her capacity as an individual, and (iii) delivered by the Purchaser within 20 days after the end of the each month of the AR Payment Period. Each AR Statement shall be accompanied by the corresponding AR Payment for such month.
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Accounts Receivable Payments. 53 6.12 Standstill Agreement....................................................................................54
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Accounts Receivable Payments. After the Closing Date, Buyer will exercise its commercially reasonable efforts to collect the Accounts Receivable, but without being required to incur any third party expenses, so as to minimize the amount of the Accounts Receivable which remain uncollected 120 days after the Effective Date. Seller will deliver to Buyer on the Closing Date an aging report of the Accounts Receivable as of the Effective Date and Buyer will promptly deliver such reports to Seller on a monthly basis after the Closing Date. All payments with respect to Accounts Receivable received by the Buyer after the Effective Date from a customer or other debtor shall be credited to the oldest accounts receivable of the Corporation with respect to that customer, unless the customer or other debtor designates such payment as being made with respect to a specific debt other than its oldest accounts receivable. To the extent that the aggregate Accounts Receivable as of the Effective Date which are not collected in full within 120 days of the Effective Date exceed the Corporation's allowance for bad debts and write-offs as shown on the Effective Date Financial Report (the "Bad Debt Allowance"), after Buyer so notifies Seller and the parties discuss the matter, the excess of such uncollected accounts receivable ("Excess Uncollected Receivables") shall be paid by Seller to Buyer within 30 days of notification by Buyer of the applicable amount. At any time that Seller reimburses Buyer for Excess Uncollected Receivables, the Corporation will be required to deliver to Seller an assignment of the Excess Uncollected Receivables, without recourse, for $1.00 consideration. In the event of any such assignment of Excess Uncollected Receivables, Buyer shall cause the Corporation to cooperate fully with Seller, at Seller's expense, in collecting such Excess Uncollected Receivables including, without limitation, the prompt remitting to Seller of all payments received by the Corporation from any obligor of any such Excess Uncollected Receivable, such payments to be credited to the oldest accounts receivable of the Corporation, with respect to that obligor, unless the obligor or other debtor designates such payment as being made with respect to a specific debt other than its oldest account receivable. To the extent that the aggregate Accounts Receivable as of the Effective Date collected within 120 days of the Effective Date exceed aggregate Accounts Receivable less the Bad Debt Allowance as of the Effective ...
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Accounts Receivable Payments. From and after the Time of Closing, the Seller shall provide to the Purchaser all the cooperation which the Purchaser may reasonably request in connection with the collection of the Accounts Receivable by the Purchaser.
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Related to Accounts Receivable Payments

  • Accounts Receivables The accounts receivable reflected on the Financial Statements and all accounts receivable arising thereafter have arisen from actual and bona-fide transactions in the Ordinary Course of Business consistent with the past practice and are valid and enforceable against the obligors of such accounts receivable, and other than cash discounts in the Ordinary Course of Business consistent with past practices or reserves for bad-debts accrued in accordance with the Accounting Principle, there have been no claims, or any threat of any such claims, of set-off, refusal of payment or other counterclaims relating to the existence thereof or all or any part of the amount thereof. The accounts receivables are collectible in full in accordance with the Ordinary Course of Business consistent with past practice.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • Accounts Receivable All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company 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 Company 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 and Accounts Payable 7 (a) General.....................................................7 (b)

  • Accounts Receivable; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • 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; 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.

  • Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

  • Collection of Receivable Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receivable will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.

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