Certain Accounts Receivable. All Accounts Receivable included in the Guest Ledger as set forth in Section 8.1(c)(i) (collectively, the “Purchased Accounts Receivable”); and
Certain Accounts Receivable. If upon 120 calendar days after the Closing Date any accounts receivable included in the Purchased Assets remain uncollected and at least 60 days past due of their respective terms, Purchaser may assign such accounts receivable to Seller by written notice of such assignment to Seller specifying the accounts and amounts involved. Seller shall thereupon pay to Buyer in cash the face amount of such assigned accounts receivable within 10 calendar days. Both parties shall thereafter continue to cooperate in Seller's collection of such accounts receivable.
Certain Accounts Receivable. If (A) in the course of determining the Post-Closing Adjustment in accordance with the provisions of this Section 2.06, the final Closing Working Capital used to calculate the Post-Closing Adjustment does not include one or more Accounts Receivable that was included in the Estimated Working Capital set forth in the Estimated Working Capital Statement (the “Specified Accounts Receivable”), and (B) Buyer receives payment of any Specified Accounts Receivable within 180 days following the date that the Post-Closing Adjustment is finally determined in accordance with this Section 2.06, then Buyer shall pay to Sellers an aggregate amount equal to the payment received in respect of any Specified Accounts Receivable less the amount of any direct out-of-pocket costs and expenses incurred by Buyer in connection with collecting such Specified Accounts Receivable.
Certain Accounts Receivable. As to STC, all Accounts Receivable arising out of the business and operations of KSBW, and all Accounts Receivable arising out of the business and operations of the Burlington Stations from the STC Transfer Date under the Sincxxxx Xxxeement. As to HAT, all Accounts Receivable arising out of the business and operations of WDTN. Schedule 2.3.15 contains a true and complete list, dated as of December 31, 1997, of all Accounts Receivable with respect to KSBW and WDTN as of such date.
Certain Accounts Receivable. As to STC, all accounts receivable assigned to STCBV Sub for purposes of collection only under the Xxxxxxxx Agreement (the "Xxxxxxxx Receivables"); and, as to HAT, all amounts which are payable to HAT under the Clear Channel Agreements which were earned prior to the Closing Date.
Certain Accounts Receivable. (a) Upon the execution of the Transition Services Agreement, Purchaser shall, or shall cause its appropriate Affiliates to, use reasonable good faith efforts to collect, and cooperate with the Seller in collection of, the Seller’s accounts receivable with respect to the telecommunications services provided with respect to the AGN Agreement invoiced by the Seller for periods prior to the effective date of the Transition Services Agreement. Purchaser shall promptly provide to Seller notice of and information related to cash received by Purchaser related to accounts receivable that properly belong to Seller, and Purchaser shall promptly remit to Seller all amounts Purchaser receives that are properly attributable to such accounts receivable owing to the Seller without any deduction.
(b) In no event shall Purchaser (i) have any liability with respect to failure to collect on such accounts receivable and (ii) be obligated to continue these accounts receivable collection efforts beyond six (6) months following the effective date of the Transition Services Agreement (or if earlier, beyond the agreed date for the reconciliation described below). Upon the execution of this Agreement, the Seller and the Purchaser shall endeavor to review and identify the AGN Customers (as defined in Exhibit F) receivables balances. For the period after the effective date of the Transition Services Agreement during which Purchaser is making collection efforts for Seller, for purposes of determining whether any particular payment (or portion of payment) received by Purchaser from an AGN Customer is attributable to Seller’s accounts receivable, the following shall apply: If the AGN Customer indicates a specific invoice (whether Purchaser’s or Seller’s) to which the payment should be applied, then it shall be applied to such invoice. Absent any AGN Customer direction, Purchaser shall apply the payment first to the oldest unpaid invoice outstanding for that AGN Customer; provided, however, that no payments will be applied to charges that are subject to an unresolved dispute by the AGN Customer. The parties shall, upon request, share information regarding unresolved disputes.
(c) During the sixty (60) day period prior to the date the parties estimate the effective date of the Transition Services Agreement will occur, the parties shall work together in good faith and endeavor to take commercially reasonable actions to review and resolve past due accounts receivable of AGN Customers. Any pa...
Certain Accounts Receivable. All right, title and interest in the accounts receivable described on Schedule 1.48(f), which schedule shall be adjusted to reflect changes in the ordinary course through the Effective Time of Closing, as permitted pursuant to Section 5.1.
Certain Accounts Receivable. Buyer shall cause Company and Subsidiary to remit to Seller any amounts received by Company or Subsidiary after the Closing Date in payment of accounts receivable owed as of the Closing Date by Allegheny Health, Education and Research Foundation to Company or Subsidiary with respect to services provided after the date Allegheny Health, Education and Research Foundation filed its petition for relief under Chapter 11 of the United States Bankruptcy Code to the extent such post-petition accounts receivable are reflected on the Closing Balance Sheet. Buyer, Company and Subsidiary shall not be required to take any actions to collect any such amounts.
Certain Accounts Receivable. 43 ARTICLE 7 CONDITIONS PRECEDENT TO BUYERS' OBLIGATION TO CLOSE....................................................44 Section 7.1 ACCURACY OF REPRESENTATIONS.................................................................44 Section 7.2 SELLERS' PERFORMANCE........................................................................45 Section 7.3 APPROVALS...................................................................................45 Section 7.4 ADDITIONAL DOCUMENTS........................................................................45 Section 7.5 NO PROCEEDINGS OR INJUNCTION................................................................46 Section 7.6 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS.........................................46 Section 7.7 NO PROHIBITION..............................................................................46 ARTICLE 8 CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE...................................................46 Section 8.1 ACCURACY OF REPRESENTATIONS.................................................................46 Section 8.2 BUYERS' PERFORMANCE.........................................................................47 Section 8.3 APPROVALS...................................................................................47 Section 8.4 ADDITIONAL DOCUMENTS........................................................................47 Section 8.5 NO INJUNCTION...............................................................................47 ARTICLE 9
Certain Accounts Receivable. The Excluded Assets include all positive Seller Imbalances and accounts receivable of the Companies (or otherwise related to the Midstream Assets or Assigned Assets, but excluding any positive Company Imbalances (which are subject to adjustment pursuant to Section 1.3) and any positive Third Person Imbalances (which are retained by the Companies)) to the extent attributable to the period prior to the Effective Time and, with respect to the Excluded Assets, any accounts receivables, revenues or payments of any nature attributable to any periods (before, on or after the Closing Date). Buyer covenants and agrees, and will cause the Companies, to: (i) cooperate with Sellers, at Sellers’ expense and as reasonably requested by Sellers, in the collection of these accounts receivable, and (ii) immediately pay to Sellers any payments received by Buyer or the Companies on or after the Closing Date with respect to those accounts receivable. Sellers covenant and agree, and will cause their Affiliates, to immediately pay to Buyer or any Company designated by Buyer, any payments received by Seller or any of its Affiliates with respect to accounts receivable of any Company (or otherwise related to the Midstream Assets or any Assigned Assets) to the extent attributable to any period on or after the Effective Time and for any reimbursements from customers received by Sellers for capital projects, the costs of which are paid or incurred by the Companies after the Effective Time.
