Common use of Agreements Regarding Receivables Clause in Contracts

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit Party’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s learning thereof, in the event any Eligible Pending Account or Eligible Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing Base, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor with respect to any then Eligible Pending Account or Eligible Account. Nothing permitted by this Section 5.19, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit Party’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any BorrowerCredit Party’s learning thereof, in the event any Eligible Pending Account or Eligible Account Costs in Excess of Billings becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseCredit Party, and such Borrower Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course Ordinary Course of business Business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 1,000,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account or and/or Eligible AccountCosts in Excess of Billings. Nothing permitted by this Section 5.195.16, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock or Eligible Inventory Costs in Excess of Billings provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit Party’s industry and consented to in advance by Agentindustry. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any BorrowerCredit Party’s learning thereof, in the event any Eligible Pending Account, Eligible Pre-Audit Account or Eligible Unbilled Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseCredit Party, and such Borrower Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course Ordinary Course of business Business or (ii) which discount, credit or allowance allowance, with respect to any individual Account, exceeds an amount equal to $100,000 250,000 in any year and $1,000,000 over the aggregate with respect to any individual Account term of this Agreement or (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account, Eligible Pre-Audit Account or Eligible Unbilled Account. Nothing permitted by this Section 5.195.17, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Pre-Audit Accounts or Eligible Inventory Unbilled Accounts provided in Section 1.1.. Midcap / Transfix / A&R Credit Agreement

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoicesinvoices except in the Ordinary Course of Business and, following the initial borrowing of the Revolving Loans, to the extent not relating to an Eligible Account. No Credit Party At all times following the initial borrowing of the Revolving Loans, no Borrower may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit PartyBorrower’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s learning thereof, in the event any Eligible Pending Account or Eligible Account comprising the Borrowing Base for Revolving Loan Outstandings becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts comprising the Borrowing Base for Revolving Loan Outstandings of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseBorrower, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, at all times following the initial borrowing of the Revolving Loans, no Borrower may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Eligible Accounts (i) which is outside the ordinary course of business Ordinary Course Of Business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 250,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account or Eligible Account. Nothing permitted by this Section 5.195.17, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoices. No Credit Party Borrower may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit PartyBorrower’s industry and consented to in advance by AgentBank, which consent shall not be unreasonably withheld. In addition to the Borrowing Base Certificate to be delivered in accordance with this AgreementSection 8.3, Borrower Representative Borrowers shall notify Agent Bank promptly upon any Borrower’s Borrowers’ learning thereof, in the event any Eligible Pending Account Receivable or any Eligible Account Unbilled Revenue becomes ineligible for any reason, other than the aging of such AccountReceivable, and of the reasons for such ineligibility. Borrower Representative Borrowers shall also notify Agent Bank promptly of all material disputes and claims with respect to Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing Basetheir Receivables, and such Borrower Borrowers will settle or adjust such material disputes and claims at no expense to AgentBank; provided, however, no Borrower mayBorrowers may not, without AgentBank’s consent, which consent shall not be unreasonably withheld, grant (ai) any discount, credit or allowance in respect of its Accounts their Receivables (ia) which is outside the ordinary course of the applicable Borrower’s business or (iib) which discount, credit or allowance exceeds an amount equal to $100,000 50,000 in the aggregate with respect to any individual Account of Receivable or (bii) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account Receivable or Eligible AccountUnbilled Revenue. Nothing permitted by this Section 5.197.1 or Section 7.2, however, may be construed to alter in any way the criteria for Eligible Pending Accounts, Eligible Accounts Receivables or Eligible Inventory Unbilled Revenue provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit Party’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s learning thereof, in the event any Eligible Pending Account or Eligible Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing Base, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor with respect to any then Eligible Pending Account or Eligible Account. Nothing permitted by this Section 5.19, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory provided in Section 1.1.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan)

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoices. No Credit Party Borrower may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit PartyBorrower’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s learning thereof, in the event any Eligible Pending Account or Eligible Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than to the extent same exceed Two Hundred Fifty Thousand Dollars ($50,000 if such Account is included 250,000.00) individually or in the Borrowing Baseaggregate in any calendar year, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 250,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account or Eligible Account. Nothing permitted by this Section 5.195.16, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoices. No Credit Party Borrower may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit Party’s Borrower's industry and consented to or in advance by Agentthe Ordinary Course of Business. In addition to the Borrowing Base Certificate Certificates to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s 's learning thereof, in the event any material Eligible Pending Account or any material account receivable constituting Eligible Account Costs in Excess of Xxxxxxxx becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to Accounts any material Eligible Account of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseBorrower, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent’s 's consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course Ordinary Course of business Business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 in the aggregate with respect to any individual Account of or (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor with respect to any then Eligible Pending Account or material Eligible Account. Nothing permitted by this Section 5.195.16, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory Costs in Excess of Xxxxxxxx provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that consistent with past practice or customary in such Credit Party’s Party ‘s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s Credit Party ‘s learning thereof, in the event any Eligible Pending Account or Eligible Account becomes ineligible for any reason, other than the aging of such AccountAccount or the discretionary determination of the Agent with respect to any specific Eligible Account identified by Agent, and of the reasons for such ineligibilityineligibility (other than the discretionary determination of the Agent with respect to any specific Eligible Account identified by Agent). Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseCredit Party , and such Borrower Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 250,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account or Eligible Account. Nothing permitted by this Section 5.195.16, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory provided in Section 1.1, or restrict in any way volume-based rebates that are invoked by and paid to VWR in the Ordinary Course of Business.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond MACROBUTTON DocID \\4133-3995-7584 v6 MidCap / Shimmick / Credit, Security and Guaranty Agreement that consistent with past practice or customary in such Credit Party’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any BorrowerCredit Party’s learning thereof, in the event any Eligible Pending Account or Eligible Account Costs in Excess of Billings becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseCredit Party, and such Borrower Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course Ordinary Course of business Business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 1,000,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account or and/or Eligible AccountCosts in Excess of Billings. Nothing permitted by this Section 5.195.16, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock or Eligible Inventory Costs in Excess of Billings provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms with respect to Eligible Accounts beyond that consistent with past practice or customary in such Credit Party’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s learning thereof, in the event any Eligible Pending Account or Eligible Account becomes ineligible for any reason, other than the aging of such MidCap / Viewray / Credit, Security and Guaranty Agreement Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower owed by any Account Debtor whose outstanding Accounts total more than $50,000 if such Account is included in the Borrowing BaseBorrower, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the ordinary course of business or (ii) which discount, credit or allowance exceeds an amount equal to $100,000 500,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or Account Debtor account debtor with respect to any then Eligible Pending Account or Eligible Account. Nothing permitted by this Section 5.195.16, however, may be construed to alter in any the criteria for Eligible Pending Accounts, Eligible Accounts or Eligible Inventory provided in Section 1.1.