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.
(b) Part 2.7(b) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of September 30, 1996. Except as set forth in Part 2.7(b) of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since September 30, 1996 and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business, (ii) are current and will be collected in full when due, without any counterclaim or set off (net of an allowance for doubtful accounts not to exceed $389,000 in the aggregate).
Bank Accounts; Receivables. On the expiration or termination of this Agreement or the termination of Manager, as applicable, Manager shall disburse all of Tenant’s funds or other funds generated by the Managed Facility in the Bank Accounts to Tenant. All receivables of the Managed Facility outstanding as of the effective date of termination or expiration of this Agreement or termination of Manager, as applicable, shall continue to be the property of Tenant. Manager will turn over to Tenant any receivables collected directly by Manager after the effective date of termination or expiration of this Agreement or termination of Manager, as applicable.
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.
(b) Part 2.7(b) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of June 30, 1999. All existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since June 30, 1999 and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business, and (ii) are current and are currently expected to be collected in full when due, without any counterclaim or set off (net of an allowance for doubtful accounts not to exceed $25,000 in the aggregate).
Bank Accounts; Receivables. (a) Part 2.7(a) of the Disclosure Schedule provides accurate information, including bank name, bank contact information, account number, authorized signatories and most recent available balance, with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.
(b) Part 2.7(b) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of March 31, 1999. Except as set forth in Part 2.7(b) of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since March 31, 1999 and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business, and (ii) are current and are reasonably expected by the Company to be collected in full when due, without any counterclaim or set off (net of an allowance for doubtful accounts and sales returns not to exceed $25,000 in the aggregate).
Bank Accounts; Receivables. On the expiration or termination of this Agreement, Manager shall either, at Owner’s election, (a) terminate all Bank Accounts and disburse all funds therein to Owner or (b) terminate the authority of Manager’s authorized signatories to draw funds from the Bank Accounts and cause the Persons designated by Owner to become authorized signatories. All receivables of the Managed Facilities outstanding as of the effective date of termination or expiration of this Agreement shall continue to be the property of Owner. Manager will turn over to Owner any receivables collected directly by Manager after the effective date of termination or expiration of this Agreement.
Bank Accounts; Receivables. (a) Part 2.7(a) of the Disclosure Schedule identifies each account maintained by or for the benefit of the Company at any bank or other financial institution and the names of each Person authorized to access such account.
(b) Part 2.7(b) of the Disclosure Schedule provides an accurate and complete report showing all accounts receivable, notes receivable and other receivables of the Company as of the Balance Sheet Date. All existing accounts receivable of the Company (including those accounts receivable reflected on the Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the Balance Sheet Date and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business, and (ii) are current and collectible in full, subject to the reserve on the Balance Sheet. None of the Company's accounts receivable is subject to any Encumbrance, offset, setoff or counterclaim and neither of the Company nor the Sole Shareholder has any Knowledge of any facts or circumstances that would give rise to any Encumbrance.
Bank Accounts; Receivables. (a) Part 2.7(a) of the Company Disclosure Schedule provides accurate information as of the date of this Agreement with respect to each account maintained by or for the benefit of the Company or any Company Subsidiary at any bank or other financial institution, including the name of the bank or financial institution, the account number, the balance as of a recent, practicable date and the names of all individuals authorized to draw on or make withdrawals from such accounts.
(b) Part 2.7(b) of the Company Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables (other than, in each case, receivables that have been outstanding in excess of 5 years as of the date of this Agreement), in each case in excess of $25,000, of the Company and each Company Subsidiary as of January 19, 2007. Except to the extent reflected in reserves provided for on the Balance Sheet, as of the date of this Agreement all existing accounts receivable of the Company and each Company Subsidiary (including those accounts receivable reflected on the Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the date of the Balance Sheet and have not yet been collected) (i) represent valid obligations of customers of the Company or the Company Subsidiaries arising from bona fide transactions, and (ii) are current and are expected by the CFO of the Company to be collected in full when due, without any counterclaim or set off.
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, provided however that such schedule need not set forth the current balance of any such accounts.
(b) Part 2.7(b) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of the date of the Unaudited Interim Balance Sheet. All existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since the date of the Unaudited Interim Balance Sheet and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business, (ii) are current and will be collected in full when due, without any counterclaim or set off (net of a reserve equal to 10% of such accounts receivable as of March 31, 2003).
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.
(B) PART 2.7(B) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of December 31, 1996. Except as set forth in PART 2.7(B) of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since December 31, 1996 and have not yet been collected) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business. Except as set forth in PART 2.7(B) of the Disclosure Schedule, such accounts receivable are collectible within 60 days (net of an allowance for doubtful accounts set forth in PART 2.7(B) of the Disclosure Schedule) and are not subject to any contest, claim or right of set-off other than refunds in the ordinary course of business and consistent with past practice.
Bank Accounts; Receivables. (a) Part 2.7(a) of the Company Disclosure Schedule accurately sets forth, with respect to each account or credit line maintained by or for the benefit of each Acquired Corporation at any bank or financial institution:
(i) the name and location of the institution at which such account or credit line is maintained;
(ii) the name in which such account or credit line is maintained and the account number of such account or credit line;
(iii) a description of such account or credit line and the purpose for which such account or credit line is used;
(iv) the current balance in such account or amount owed under such credit line;
(v) the rate of interest being earned on the funds in such account or charged under such credit line; and
(vi) the names of all individuals authorized to draw on or make withdrawals from such account or to borrow against such credit line.
(b) Except as set forth in Part 2.7(b)(i) of the Company Disclosure Schedule, all existing accounts receivable of the Acquired Corporations (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since September 30, 2000 and have not yet been collected) represent valid obligations of customers of the Acquired Corporations arising from bona fide transactions entered into in the ordinary course of business. Part 2.7(b)(ii) of the Company Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $175,000 of the consolidated gross revenues of the Acquired Corporations in the fiscal year ended December 31, 1999, or (ii) more than $175,000 of the consolidated gross revenues of the Acquired Corporations in the nine-month period ended September 30, 2000 (each, a "Material Customer")(it being understood that for purposes of clauses "(i)" and "(ii)" of this sentence, a "Material Customer" of an Acquired Corporation includes any Person to which PPD provides "Designated Services" or "Designated Products" (as such terms are defined in the Distributor Agreement dated February 1, 2000 between the Company and PPD (the "Distributor Agreement")) in accordance with the terms of the Distributor Agreement). Except as set forth in Part 2.7(c)(iii) of the Company Disclosure Schedule, the Company has not received any notice or other communication (in writing or otherwise), and, to the Knowledge o...
