Accounts Receivable; Payors Sample Clauses

Accounts Receivable; Payors. (a) The Disclosure Schedules set forth a list and aging of all accounts receivable of the Company as of March 31, 1997, which list is complete, true and accurate in all material respects. All such accounts receivable arose in the ordinary course of business and have not been previously written off as bad debts and, are, to the extent still uncollected, to the knowledge of the Company collectible in the ordinary course of business, net of reserves for doubtful and uncollectible accounts shown in the Company Financial Statements or on the accounting records of the Company (which reserves are calculated consistent with generally accepted accounting principles and past practice). (b) The Disclosure Schedules set forth (i) a true, correct and complete list of the names and addresses of each Payor of the Company as of such date, which accounted for more than 5% of the revenues of the Company in the fiscal year ended December 31, 1996, or which is reasonably expected to account for more than 5% of the revenues of the Company for the fiscal year to end December 31, 1997, and (ii) a single line item listing for all private-pay patients in the aggregate of the Company. The Company has satisfactory relations with such Payors set forth in (i) above and none of such Payors has notified the Company that it intends to discontinue its relationship with the Company or to deny any payments due from, or any claims for payment submitted to any such party.
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Accounts Receivable; Payors. (a) Attached hereto as Schedule 5.25 (a) is a list and aging of all accounts receivable of Seller as of April 30, 1998, which list is complete, true and accurate in all material respects. All such accounts receivable arose in the ordinary course of business and have not been previously written off as bad debts and, are, to the extent still uncollected, collectible in the ordinary course of business, net of reserves for doubtful and uncollectible accounts shown in Seller Financial Statements or on the accounting records of Seller (which reserves are adequate and calculated consistent with past practice). Notwithstanding the foregoing, nothing shall be construed hereunder as a guarantee by Seller of the collectibility of the accounts receivable. (b) Schedule 5.25(b) sets forth a true, correct and complete list of the names and addresses of each Payor including, but not limited to, all private-pay patients as a single Payor, of Seller which accounted for more than 5% of the revenues of Seller in the fiscal year ended December 31, 1997, or which is reasonably expected to account for more than 5% of the revenues of Seller for the fiscal year to end December 31, 1998. Except as set forth in Schedule 5.25(b), Seller has satisfactory relations with such Payors and none of such Payors has notified Seller that it intends to discontinue its relationship with Seller or to deny any payments due from, or any claims for payment submitted to any such party.
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Accounts Receivable; Payors. (a) Schedule 2.22 hereto sets forth a list and aging of all accounts receivable of Company as of August 31, 1998, which list is complete, true and accurate in all material respects. All such accounts receivable arose in the ordinary course of business and have not been previously written off as bad debts, and, are, to the extent still uncollected, to the best knowledge of Company and Shareholders, collectible in the ordinary course of business, net of reserves for doubtful and uncollectible accounts shown in Company Financial Statements or on the accounting records of Company (which reserves are calculated consistent with generally accepted accounting principles and past practice). Nothing contained herein shall be deemed a guarantee of collection with respect to the accounts receivable. (b) Schedule 2.22 hereto sets forth (i) a true, correct and complete list of the names and addresses of each Payor of Company as of such date, which accounted for more than 5% of the revenues of Company in the fiscal year ended December 31, 1997, or which is reasonably expected to account for more than 5% of the revenues of Company for the fiscal year to end December 31, 1998, and (ii) a single line item listing for all private-pay patients in the aggregate of Company. Company has satisfactory relations with such Payors set forth in (i) above, and to the best knowledge of Company and Shareholders none of such Payors has notified Company in writing that it intends to discontinue its relationship with Company or to deny any payments due from, or any claims for payment submitted to, any such party.
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Accounts Receivable; Payors. (a) Schedule 2.22 hereto sets forth a list and aging of all accounts receivable of Company and each Subsidiary as of June 30, 1999, which list is complete, true and accurate in all respects. All such accounts receivable arose in the ordinary course of business, have not been previously written off as bad debts, and are, to the extent still uncollected, subject to exceptions set forth in Schedule 2.22, collectible in the ordinary course of business, net of reserves for doubtful and uncollectible accounts shown in Company Financial Statements or on the accounting records of Company and Subsidiaries (which reserves are calculated consistent with past practice). Nothing contained herein shall be deemed a guarantee of collection with respect to the accounts receivable. Company and Subsidiaries each have collected their respective accounts receivable in the ordinary course of business, consistent with past practices and have not pursued any unusual or extraordinary means (i.e., factoring or negotiating reductions with Payors in exchange for accelerated payments) in collecting their respective outstanding accounts receivable prior to the Effective Date. (b) Schedule 2.22 hereto sets forth (i) a true, correct and complete list of the names and addresses of each Payor of Company and each Subsidiary as of such date, which accounted for more than 5% of the revenues of Company and Subsidiary in the fiscal year ended December 31, 1998, or which is reasonably expected to account for more than 5% of the revenues of Company or any Subsidiary for the fiscal year to end December 31, 1999, and (ii) a single line item listing for all private-pay patients in the aggregate of Company and each Subsidiary. Company and Subsidiaries have satisfactory relations with such Payors set forth in (i) above, and none of such Payors has notified Company or any Subsidiary in writing that it intends to discontinue its relationship with Company or any Subsidiary.
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Accounts Receivable; Payors. Intentionally omitted.
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Accounts Receivable; Payors. (a) The Disclosure Schedules set forth a list and aging of all accounts receivable of the Company as of March 31, 1997, which list is complete, true and accurate in all material respects. All such accounts receivable arose in the ordinary course of business and have not been previously written off
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Accounts Receivable; Payors. (a) Attached hereto as Schedule 5.25 (a) is a list and aging of all accounts receivable of Seller as of August 31, 1998, which list is complete, true and accurate in all material
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Accounts Receivable; Payors. (1) Attached hereto as Schedule 5.25(a) is a list and aging of all accounts receivable of Seller as of February 28, 1998, which list is complete, true and accurate in all material respects. All such accounts receivable arose in the ordinary course of business and have not been previously written off as bad debts and, are, to the extent still uncollected, collectible in the ordinary course of business, net of contractual allowances, reserves for doubtful and uncollectible accounts shown in Seller Financial Statements or on the accounting records of Seller (which reserves are adequate and calculated consistent with past practice). (2) Schedule 5.25(b) sets forth a true, correct and complete list of the names and addresses of each Payor including, but not limited to, all private-pay patients as a single Payor, of Seller which accounted
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Accounts Receivable; Payors. (a) Schedule 5.25(a) attached hereto is a list and aging of all accounts receivable of Seller as of December 15, 1997, which list is complete, true and accurate in all material respects. All such accounts receivable arose in the ordinary course of business and have not been previously written off as bad debts and, are, to the extent still uncollected, collectible in the ordinary course of business, net of reserves for doubtful and uncollectible accounts shown in Seller Financial Statements or on the accounting records of Seller (which reserves are adequate and calculated consistent with past practice). Nothing contained in this Section 5.25 shall be construed as a guarantee of collectibility of the accounts receivable.
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Related to Accounts Receivable; Payors

  • 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; 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; 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).

  • 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.

  • 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.

  • 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.

  • 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 and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.

  • Collection of Receivable Payments (a) 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 practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others in connection therewith (the “Established Collection Procedures”). The Servicer is hereby authorized to grant extensions, modifications, amendments or adjustments on a Receivable (collectively, “Receivable Modifications”) without the prior consent of the Owner of such Receivable provided that such Receivable Modifications are Permitted Modifications (as defined below). The Servicer is not authorized and may not make any Receivable Modifications unless such Receivable Modifications are Permitted Modifications. “Permitted Modifications” mean any Receivable Modifications made pursuant to the Established Collection Procedures with respect to which at least one of the following conditions has been or will be satisfied: (i) the Receivable Modifications, individually and collectively, considering all Receivable Modifications proposed to be made to such Receivable, are ministerial in nature (such as, by way of example, the change of payment dates due from an Obligor to a different day in the month, waiver of any late payment charge, or waiver of other fees that may be collected in the ordinary course of servicing the Receivable); (ii) the Servicer, in response to a request made by an Obligor and pursuant to the Established Collection Procedures, provides for extensions of payments with respect to the related Receivable to the extent that the following conditions all apply: (a) such extensions will not exceed 90 days in the aggregate during any 12-month period; (b) such extensions will not exceed 180 days in the aggregate during the life of such Receivable; and (c) the Servicer believes that such extensions are appropriate or necessary to prevent the Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired); (iii) the Servicer, in response to a request made by an Obligor, provides for modifications due to a long-term hardship with respect to a Receivable to the extent that the Servicer believes such modifications are necessary to preserve the property ownership of such Receivable and to prevent such Receivable from going into default (or where such Receivable is already in default, to prevent the Receivable from becoming further impaired) and such modifications align with applicable laws and regulations; (iv) the Servicer has delivered an opinion to the Issuing Entity to the effect that such Receivable Modifications will not cause the Issuing Entity to fail to qualify as a grantor trust for United States federal income tax purposes; (v) the Servicer amends or otherwise modifies any Receivable such that the Amount Financed or the number of originally scheduled due dates is altered or such that the last scheduled due date occurs after the Final Scheduled Distribution Date solely if, (a) in the judgment of the Servicer, pursuant to the Established Collection Procedures, it is reasonably foreseeable that the Obligor will default (it being understood that the Servicer may proactively contact any Obligor whom the Servicer believes may be at a higher risk of a payment default under the related Receivable) and (b) the Servicer believes that such amendment or modification is appropriate or necessary to preserve the value of such Receivable and to prevent such Receivable from going into default (or, where such Receivable is already in default, to prevent such Receivable from becoming further impaired), or (vi) the Servicer amends or otherwise modifies any Receivable in accordance with or in order to comply with applicable law (including regulatory guidance, and including the Servicemembers Civil Relief Act or similar applicable state law).

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