ACCOUNTS RECEIVABLE TRUE-UP Sample Clauses

ACCOUNTS RECEIVABLE TRUE-UP. (a) On the True-Up Date, Seller shall prepare and deliver to Purchaser a final statement of Accounts Receivable outstanding as of the close of business on the Closing Date (the "CLOSING DATE ACCOUNTS RECEIVABLE STATEMENT") showing the outstanding Accounts Receivable as of the Closing Date, determined after deduction of applicable AR Discounts.
Sample 1Sample 2
AutoNDA by SimpleDocs
ACCOUNTS RECEIVABLE TRUE-UP. The following Section 3.5 is hereby added to the Agreement:
Sample 1
ACCOUNTS RECEIVABLE TRUE-UP. (a) By no later than ninety (90) days after the Closing, there shall be a dollar for dollar adjustment to the total dollar amount of Closing Date First Projected Accounts Receivable, compared to the Accounts Receivable that are outstanding as of the Closing Date (the “Closing Date Second Projected Accounts Receivable”). The calculation of the Closing Date Second Projected Accounts Receivable contemplated by this Section 3.5 shall include amounts calculated in accordance with GAAP and consistent with the methodology for calculating the Closing Date First Projected Accounts Receivable as set forth on Schedule 2.6(e). Within fifteen (15) days following determination of the Closing Date Second Projected Accounts Receivable, any difference between the amount of the Closing Date First Projected Accounts Receivable and the Closing Date Second Projected Accounts Receivable shall be paid (i) to Seller if the Closing Date Second Projected Accounts Receivable exceeds the Closing Date First Projected Accounts Receivable, or
Sample 1
ACCOUNTS RECEIVABLE TRUE-UP. 2.1 At the Closing, Seller will deliver to Buyer an updated schedule of the Company’s outstanding Acquired Receivables as of the Closing Date (the “Closing Date Acquired Receivables”). To the extent that the outstanding amount of the Closing Date Acquired Receivables is more than $1 million, such excess amount shall be paid to Seller by wire transfer upon collection by Buyer or the Company as and when received, of the remaining Acquired Receivables, in proportion to such excess amount over the remaining balance of the Acquired Receivables1. To the extent that the outstanding amount of the Closing Date Acquired Receivables is less than $1 million, Seller shall pay by wire transfer or cause the Company to pay by wire transfer to Buyer at Closing, the amount of such deficiency.
Sample 1
ACCOUNTS RECEIVABLE TRUE-UP. (a) At Closing, Sellers shall deliver to Buyer an accounts receivable aging report, including all invoices issued for the last completed month immediately prior to the Closing (the “Aging Report”), dated as of the Closing Date, organized by invoice number and specifying in reasonable detail the Company’s net accounts receivable (the “Receivables”). The Sellers shall update the Aging Report to include invoices for the month in which the Closing occurred following the closing of the books and records of the Company for such month by the Buyer in the ordinary course and consistent with past practices.
Sample 1
ACCOUNTS RECEIVABLE TRUE-UP. Not fewer than ten (10) Business Days prior to the first anniversary of the Closing Date, CH2M HILL shall notify Sellers’ Representative of the amount then remaining unpaid of the Outstanding Receivables. CH2M HILL shall be entitled to assert a claim for indemnification with respect to the entire balance of the Outstanding Receivables remaining unpaid as of the first anniversary of the Closing Date in accordance with Section 10.2 (Indemnification and Payment of Losses by Sellers—General), to the extent in excess of reserves. To the extent that after recovering on any such claim in respect of unpaid receivables (through release of Holdback Amounts), CH2M HILL, VECO or its Affiliates collect in respect of such unpaid receivable at any time after the Closing Date up to the third anniversary of the Closing Date, but not thereafter, CH2M HILL shall promptly remit such amount to the Sellers’ Representative for remittance to each Seller based on such Seller’s Pro Rata Share. If the Consolidated Acquired Companies receive amounts in respect of the Outstanding Receivables in excess of the amount of such receivables net of reserves that are reflected on the accounting records of the Consolidated Acquired Companies as of the Closing Date, then CH2M HILL shall promptly remit such excess amount to the Sellers’ Representative for remittance to each Seller based on such Seller’s Pro Rata Share.
Sample 1
ACCOUNTS RECEIVABLE TRUE-UP. Prior to the one-hundred twenty-fifth (125th) day following the Closing Date, Purchaser shall deliver to Seller a schedule setting forth with particularity the amount of Closing Date Receivables (broken down by invoice) included within the Purchased Assets that were collected by Purchaser within one hundred twenty (120) days following the Closing Date (the “Collected Receivables”). To the extent that the Collected Receivables are less than the Closing Date Receivables (net of applicable reserves) as finally determined pursuant to Section 1.7(b), Seller shall cause the Escrow Agent to disburse to Purchaser, out of the Escrow Amount held by the Escrow Agent under the Escrow Agreement, the amount, if any, by which the Collected Receivables are less than the Closing Date Receivables. Purchaser hereby agrees to make, during the one hundred twenty (120) day period following the Closing Date, a bona fide good faith effort to pursue and collect the Closing Date Receivables in the ordinary course of the business of Purchaser and in accordance with Purchaser’s past practices of collecting receivables, and will not, within such one hundred twenty (120) day period, discount, reduce or write off any Closing Date Receivables or any portion thereof for any reason, except in the event a Closing Date Receivable or a portion thereof, as applicable, is determined by Purchaser in good faith to be uncollectible, after such bona fide good faith effort by Purchaser to collect said Closing Date Receivable.
Sample 1
AutoNDA by SimpleDocs
ACCOUNTS RECEIVABLE TRUE-UP. (a) At Closing, Seller shall deliver to Buyer an accounts receivable aging report (the “Aging Report”), dated as of the Closing Date, organized by invoice number and specifying in reasonable detail Seller’s accounts receivable, net that are related to the Business (the “Receivables”).
Sample 1
ACCOUNTS RECEIVABLE TRUE-UP. (a) As soon as possible after the date hereof, but in any event not later than one hundred twenty (120) days after the date hereof, the Company shall cause to be prepared and delivered to Rock-Tenn and Sonoco a report of the Accounts Receivable of the Company as of the date hereof (the "Accounts Receivable Report"), which shall describe (i) the aggregate "Adjusted Accounts Receivable Value" (as hereinafter defined) of the Company as of the date hereof, (ii) the aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof by Rock- Tenn, and (iii) the aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof by Sonoco. The aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof by Rock-Tenn and Sonoco, respectively, shall be (i) in the case of Rock-Tenn, the aggregate amount of all Accounts Receivable contributed to the Company by Rock-Tenn on the date hereof, and (ii) in the case of Sonoco, the aggregate amount of all Accounts Receivable contributed to the Company by Sonoco on the date hereof. The aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof shall be the sum of the aggregate Adjusted Accounts Receivable Value contributed by Rock-Tenn and Sonoco to the Company on the date hereof.
Sample 1

Related to ACCOUNTS RECEIVABLE TRUE-UP

  • 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 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; 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.

  • 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 and Accounts Payable 7 (a) General.....................................................7 (b)

  • 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.

  • Accounts Receivable; Inventories The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

  • 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.

  • Collection of Accounts Receivable At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!