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 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 Receivables. All right, title and interest of each of the Mortgagors arising from the operation of the Land and the Improvements in and to all payments for goods or property sold or leased or for services rendered, whether or not yet earned by performance, and not evidenced by an instrument or chattel paper, (hereinafter referred to as “Accounts Receivable”) including, without limiting the generality of the foregoing, (i) all accounts, contract rights, book debts, and notes arising from the operation of a hotel on the Land and the Improvements or arising from the sale, lease or exchange of goods or other property and/or the performance of services, (ii) each of the Mortgagors’ rights to payment from any consumer credit/charge card organization or entities which sponsor and administer such cards as the American Express Card, the Visa Card and the Mastercard, (iii) each of the Mortgagors’ rights in, to and under all purchase orders for goods, services or other property, (iv) each of the Mortgagors’ rights to any goods, services or other property represented by any of the foregoing, (v) monies due to or to become due to each of the Mortgagors under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services including the right to payment of any interest or finance charges in respect thereto (whether or not yet earned by performance on the part of the respective Mortgagor) and (vi) all collateral security and guaranties of any kind given by any person or entity with respect to any of the foregoing. Accounts Receivable shall include those now existing or hereafter created, substitutions therefor, proceeds (whether cash or non-cash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any and all of the foregoing and proceeds therefrom;
Accounts Receivables. Any accounts receivable, notes receivable or other receivables of Seller (including Tax refunds).
Accounts Receivables. All accounts receivables of the Acquired Companies as at September 30, 2004 are bona fide.
Accounts Receivables. To each Grantor’s knowledge, 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 have a Material Adverse Effect.
Accounts Receivables. Except for the first month of this Agreement, on approximately the 15th day of each month, ProMedCo-Temple shall purchase the accounts receivable of KDCP arising during the previous month, by payment of cash, or other readily available funds into an account of KDCP. The consideration for the purchase shall be an amount equal to the KDCP Distribution for such previous month. Although it is the intention of the parties that ProMedCo- Temple purchase and thereby become owner of the accounts receivable of KDCP, in case such purchase shall be ineffective for any reason, KDCP, as of the Effective Date of this Agreement, grants and shall cause each KDCP Employee to grant to ProMedCo-Temple a first priority lien on and security interest in and to any and all interest of KDCP and such KDCP Employees in any accounts receivable generated by the medical practice of KDCP and the KDCP Employees or otherwise generated through the operations of the Clinic, and all proceeds with respect thereto, to secure the payment to ProMedCo-Temple of all such accounts receivable, and this Agreement shall be deemed to be a security agreement to the extent necessary to give effect to the foregoing. In addition, KDCP shall cooperate with ProMedCo-Temple and execute and deliver, and cause each KDCP Employee to execute and deliver, all necessary documents in connection with the pledge of such accounts receivable to ProMedCo-Temple or at ProMedCo-Temple's option, its lenders. All collections in respect of such accounts receivable shall be deposited in a bank account at a bank designated by ProMedCo-Temple. To the extent KDCP or any KDCP Employee comes into possession of any payments in respect of such accounts receivable, KDCP or such KDCP Employee shall direct such payments to ProMedCo-Temple for deposit in bank accounts designated by ProMedCo-Temple.
Accounts Receivables. (a) All Accounts Receivable: (i) were legally and validly incurred pursuant to bona fide, arms’-length transactions in the Ordinary Course of Business, (ii) reflect credit terms consistent with past practices, (iii) except as specifically provided on Schedule 5.19(a), are or will be current and collectible in amounts not less than the aggregate amount thereof, net of bad debt reserves that are specifically set forth in the Company’s balance sheet as of March 31, 2013 as set forth on Schedule 5.5(a), (iv) are collectible within 120 days of their respective creation (other than the receivables for prepaid state sales taxes), net of bad debt reserves that are specifically set forth in the Company’s balance sheet as of March 31, 2013 as set forth on Schedule 5.5(a), and (iv) are not subject to any claim, dispute, counterclaim, defense or set-off. Except as set forth on Schedule 5.19(a), to Seller’s Knowledge, there is no fact, condition, event or circumstance that has resulted, or would reasonably be expected to result, in any material increase in the un-collectability of any Accounts Receivable.
(b) Except as otherwise set forth on Schedule 5.19(b), no Company Party has written-off any Accounts Receivable, or settled any Accounts Receivable for less than their face amounts, since December 31, 2012. Except as otherwise set forth on Schedule 5.19(b), the Company Parties have good, valid and marketable title to the Accounts Receivable, free and clear of all Liens other than Permitted Liens. The Company Parties have not sold, factored, securitized, or consummated any similar transaction with respect to any of the Accounts Receivable.
Accounts Receivables. The Parties acknowledge and agree that all Accounts Receivable shall remain the property of Reliant and Reliant’s Affiliates and shall be collected by Reliant or Reliant’s Affiliates subsequent to the Closing. In the event that, subsequent to the Closing, Purchaser or Purchaser’s Affiliates receives any payments from any obligor with respect to an Account Receivable outstanding on the Closing Date, then Purchaser shall within thirty (30) days of receipt of such payment remit the full amount of such payment to Reliant. In the case of the receipt by the Purchaser of any payment from any obligor of both Reliant and the Purchaser then, unless otherwise specified by such obligor, such payment shall be applied first to amounts owed to Purchaser with the excess, if any, remitted to Reliant. In the event that, subsequent to the Closing, Reliant or Reliant’s Affiliates receives any payments from any obligor with respect to an account receivable of the Purchaser for any period after the Closing Date, then Reliant shall within thirty (30) days of receipt of such payment remit the full amount of such payment to the Purchaser. In the case of the receipt by Reliant of any payment from any obligor of both Reliant and the Purchaser then, unless otherwise specified by such obligor, such payment shall be applied first to amounts owed to Reliant with the excess, if any, remitted to the Purchaser.
Accounts Receivables. Each Loan Party shall collect and realise its Accounts and other monies and receipts and, save to the extent that the Agent otherwise agrees in writing or as set forth in Section 6.11, pay the proceeds of the Accounts into a Deposit Account which is either subject to a Controlled Account Agreement or is subject to a fixed charge under a UK Collateral Document.
