Aged Accounts Receivable Sample Clauses

Aged Accounts Receivable. If Buyer, the Company or any of their respective Subsidiaries receives any payment on any Aged Accounts Receivable during the period beginning on the Closing Date and until December 31, 2021 (the “Collection Period”), the Company or such Subsidiary shall remit such payment, net of any and all fees, costs and expenses actually incurred by Buyer, the Company or its Subsidiaries in connection with collection of such Aged Accounts Receivable (the “Net Proceeds”) to the Representative (for the benefit of the Stockholders and Optionholders), together with an accounting thereof, within 30 Business Days after Buyer’s, the Company’s or such Subsidiary’s receipt thereof. For the avoidance of doubt, the sole obligation of Buyer, the Company and its Subsidiaries with respect to the Aged Accounts Receivable shall be to remit the Net Proceeds to the Representative (for the benefit of the Stockholders and Optionholders) and neither Buyer, the Company, nor any of their Affiliates shall have any other Liability with respect to the Aged Accounts Receivable, including, following the end of the Collection Period, any obligation to remit any portion of any Aged Accounts Receivable received following the Collection Period; provided, that Buyer shall not, and shall not permit the Company or any of its Subsidiaries to take any action with the intent of frustrating or impeding the collection timing or amount with respect to any Aged Accounts Receivables nor the rights of the Representative with respect to the receipt thereof. Without limiting the generality of the foregoing, and notwithstanding anything in this Agreement to the contrary, neither the Representative (nor any Stockholder or Optionholder) shall have the right to inspect the Buyer’s, Company’s or any of its Subsidiaries Books and Records with respect to any Aged Accounts Receivable; provided that the foregoing shall not be deemed to limit any rights of discovery Representative may have under applicable Law in connection with any Action related to the Aged Accounts Receivable.
Sample 1
AutoNDA by SimpleDocs
Aged Accounts Receivable. In the event and to the extent that subsequent to the Closing a Target Group Entity or Buyer collects any amount in respect of any receivable that was an Aged Accounts Receivable in the Final Net Working Capital Statement as finally determined under Section 1.5(c), such amount(s) shall be deemed to be received by such Target Group Entity or Buyer, as the case may be, as agent, in trust for and on behalf of Sellers, and such Target Group Entity or Buyer, as the case may be, shall promptly pay such amount to Sellers (pro rata in proportion to such Seller’s respective Percentage Interest) by wire transfer of immediately available funds to an account specified by such Seller. ARTICLE VI
Sample 1
Aged Accounts Receivable. For a period of sixty (60) days from and including the Closing Date, the Buyer shall be solely responsible for collecting, and shall use commercially reasonable efforts to collect, amounts due to the Sellers in respect of Aged Accounts Receivable in exchange for a fee of 15% of the amounts collected; provided, however, that the Buyer shall not be liable to MSC, PPS or PFM for any failure to collect on such accounts so long as the Buyer has used commercially reasonable efforts to collect such accounts. Each Seller shall, and MSC shall cause each Seller to, reasonably assist the Buyer in its collection efforts hereunder. Immediately following such sixty (60) day period, all responsibility for collecting amounts due in respect of Aged Accounts Receivable shall revert to Sellers with no further action by the Parties. In furtherance of, and not by way of limitation of, the foregoing provisions of this Section 6.10, the Parties agree to the procedures set forth in Schedule 6.10.
Sample 1
Aged Accounts Receivable. Each of PPS and PFM shall, and MSC shall cause each of PPS and PFM to, pay to the Buyer at the Buyer's account no less than once every other week an amount equal to (i) 100% of the amounts received in respect of Purchased Accounts Receivable, if any, and (ii) 15% of the amounts received in respect of Aged Accounts Receivable during the sixty-day period referred to in Section 6.10.
Sample 1
Aged Accounts Receivable. The Buyer shall pay to the Sellers at the Sellers' account no less than once every other week an amount equal to (i) 100% of the amounts received in respect of Excluded Accounts Receivable, if any, (ii) 85% of the amounts received in respect of Aged Accounts Receivable during the sixty-day period referred to in Section 6.10 and (iii) 100% of the amounts received in respect of Aged Accounts Receivable following the sixty-day period referred to in Section 6.10.
Sample 1
Aged Accounts Receivable. Notwithstanding anything to the contrary in this Article II, the Aged Accounts Receivable shall not be included in any estimate of the Closing Net Working Capital made pursuant to Section 2.3(a) or any proposed final calculation of the Closing Net Working Capital made pursuant to Section 2.3(b); provided, that if the Target, Buyer or any of their respective Affiliates receives payment on account of all or a portion of any such Aged Accounts Receivable within 60 days after the Closing Date (whether by full or partial payment, offset, credit or other sale or liquidation for consideration), then Buyer shall promptly inform Seller of such payment and such amount received or deemed received shall be automatically deemed not to be an Aged Accounts Receivable for purposes of a proposed final calculation of the Closing Net Working Capital and shall be included in the Closing Net Working Capital. After Closing, Buyer, Target and their respective Affiliates shall not knowingly or intentionally defer or delay the payment or collection of Aged Accounts Receivable past 60 days after the Closing Date to avoid the provisions of this Section 2.3(f).
Sample 1
Aged Accounts Receivable. EVANSVILLE RECEIVABLES ----------- Preliminary - Cash Rcpts through Noon 01-31-03 1/31/2003 ----------- Contract No. Inv. No. Inv. Date Net due Amount Days 0-30 31-60 61-90 > 90 ----------------------------------------------------------------------------------------------------------------- SIEMENS-WESTINGHOUSE 4500310160 CS122001F 12/20/01 11/28/01 $ (14,463.20) 407 ($14,463) 4500396524 7484 11/27/02 12/27/02 $ 385,497.00 65 $385,497 4200034877 7497 01/07/03 01/18/03 $ 7,000.00 24 $ 7,000 4200040683 7498 01/07/03 01/19/03 $ 2,000.00 24 $ 2,000 0000000000 7499A 01/13/03 02/06/03 $ 133,283.44 18 $ 133,283 0000000000 7499B 01/13/03 02/06/03 $ 133,283.44 18 $ 133,283 4200034877 7500 01/14/03 02/12/03 $ 1,500.00 17 $ 1,500 4500322933 7493A 01/14/03 01/18/03 $ 193,256.52 17 $ 193,257 4200034877 7496A 01/14/03 01/19/03 $ 6,400.00 17 $ 6,400 4200011768 7501 01/21/03 02/20/03 $ 128,837.68 10 $ 128,838 4200011768 7502 01/21/03 02/20/03 $ 128,837.68 10 $ 128,838 4200031029 7503 01/29/03 02/28/03 $ 33,750.00 2 $ 33,750 0000000000 7504 01/31/03 03/02/03 $ 133,283.44 0 $ 133,283 0000000000 7505 01/31/03 03/02/03 $ 133,283.44 0 $ 133,283 ------------- ----------------------------------------- $1,405,749.44 $1,034,716 $385,497 $ - ($14,463) XXXXXXX-FABRILLOY 121802EML 8035 12/18/02 01/17/03 $ 10,000.00 44 $ 10,000 $ 10,000.00 $ - $ 10,000 $ - $ - TOTAL ALL CUSTOMER $1,415,749.44 $1,034,716 $395,497 $ - $($14,463)
Sample 1
AutoNDA by SimpleDocs

Related to Aged Accounts Receivable

  • 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 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; 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.

  • 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.

  • 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; 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 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.

  • 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.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.