Aged Accounts Receivable Sample Clauses

Aged Accounts Receivable. Purchaser agrees to make commercially reasonable efforts (and no less favorable than the efforts which are generally exerted by the newspapers operated by its affiliates) to collect each Aged Accounts Receivable, including, but not limited to disputed receivables, for a period of 120 days after the Closing Date. On or before the 20th day of each of the second, third, fourth and, if necessary, fifth month after the Closing Date, Purchaser shall furnish the Journal Register with (i) a list of, and pay over to the Journal Register, the amounts collected during the preceding month with respect to an Aged Accounts Receivable, and (ii) a list of all disputed amounts and the status of each Aged Accounts Receivable yet to be paid. Purchaser will be available to meet with Sellers' representative on a monthly basis to review Purchaser's progress on collection of such Aged Accounts Receivable and Sellers shall have reasonable access to all related records during this 120-day period. Any payment received by Purchaser from any customer whose account includes an Aged Accounts Receivable shall be first applied in reduction of the Aged Accounts Receivable, unless such customer either disputes that specific obligation or otherwise specifies that such payment is made in respect of a specific invoice which is not an Aged Accounts Receivable. As soon as reasonably possible after the expiration of the 120-day period, Purchaser shall furnish Journal Register with a list of, and reassign without recourse to Journal Register, each Aged Accounts Receivable which is uncollected, together with all files concerning the collection or attempts to collect the reassigned Aged Accounts Receivable, and thereafter Purchaser shall have no further responsibility for the collection of the reassigned Aged
Sample 1
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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. 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
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
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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 (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.

  • 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; 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.

  • 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 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.

  • Bona Fide Eligible Accounts The Eligible Accounts are bona fide existing obligations. The property and services giving rise to such Eligible Accounts has been delivered or rendered to the account debtor or to the account debtor’s agent for immediate and unconditional acceptance by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any account debtor that is included in any Borrowing Base Certificate as an Eligible Account.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

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