Certain Receivables. Schedule 3.11 is an accurate list as of the Closing Date of the accounts and notes receivable of the Corporation from and advances to employees, former employees, officers, directors, the Shareholders and Affiliates of the foregoing which have not been repaid. For purposes of this Agreement, the term "AFFILIATE" means, with respect to any person, any person that directly or indirectly through one or more intermediaries controls or has an ownership interest in, or is controlled or owned in whole or in part by, or is under common control or ownership in whole or in part with such person, and in the case of the Corporation includes directors and officers, in the case of individuals includes the individual's spouse, father, mother, grandfather, grandmother, brothers, sisters, children and grandchildren and in the case of a trust includes the grantors, trustees and beneficiaries of the trust.
Certain Receivables. Schedule 3.11 is an accurate list as of the ------------------- Closing Date of the accounts and notes receivable of the Corporations from and advances to employees, former employees, officers, directors, the Shareholders and Affiliates of the foregoing. For purposes of this Agreement, the term "Affiliate" means, with respect to any person, any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such person, and in the case of a Corporation includes directors and officers, in the case of individuals includes the individual's spouse, father, mother, grandfather, grandmother, brothers, sisters, children and grandchildren and in the case of a trust includes the grantors, trustees and beneficiaries of the trust.
Certain Receivables. Seller’s rights with respect to all amounts due and owing to Seller from Xxxxx & XxXxxxx LLP.
Certain Receivables. (a) All accounts and notes receivable ------------------- with respect to the Divisions which are listed or described in Section 2.2.2 of the PDM Disclosure Schedule, (b) all accounts and notes receivable in which a Related Party is a debtor; (c) all receivables relating to the Enron LNG Project and the Tampa Sea-3 Project; and (d) the Argentina value added tax receivable in the approximate amount of $1,200,000.
Certain Receivables. Schedule 3.11 is an accurate list as of the Closing Date of the accounts and notes receivable of the Corporation from and advances to employees, former employees, officers, directors, the Shareholders and Affiliates of the foregoing which have not been repaid. For purposes of this Agreement, the term "AFFILIATE" means, with respect to any person, any person that directly or indirectly through one or more intermediaries controls or has an ownership interest in, or is controlled or owned in whole or in part by, or is under common control or ownership in whole or in part with such person, and in the case of the Corporation
Certain Receivables. (a) Following the Closing Date, Company agrees to, and Buyer agrees to cause Company to, reasonably promptly remit to the Shareholder Representative (for the benefit of Designated Sellers) all amounts (including principal and interest) received by Company or Buyer with respect to the Promissory Note of 544, Inc., dated January 7, 1999, in the principal amount of $350,000, payable to Company (as successor by merger to Four Seasons Ice Co.) (the "Note"), issued in connection with the Contract of Sale between Alstates Construction Co. Inc. and Company (as successor by merger to Four Seasons Ice Co.) dated December 7, 1998 regarding real property in Horry County, South Carolina (the "Contract of Sale"). Upon request of the Shareholder Representative, at any time, Company agrees to, and Buyer agrees to cause Company to, reasonably promptly transfer and assign to the Shareholder Representative (for the benefit of Designated Sellers), without any further consideration from Designated Sellers, all right, title and interest of Company in, to and under (i) the Note, and (ii) any interest in any property or assets, including the real property referred to in the Contract of Sale, in which the obligor under the Note has granted a security interest, mortgage, deed of trust or other interest as security or collateral for its obligations under the Note. Upon receiving any amounts with respect to the Note, the Shareholder Representative promptly shall disburse such amounts to Designated Sellers on a basis proportionate to the Designated Sellers Percentages.
(b) To the extent accounts receivable reflected on the most recent Balance Sheet or on the accounting records of Company as of the Accounting Effective Time (i) have not been collected as of the 90th day after the Closing Date and (ii) have been correspondingly disregarded in computing Final Closing Net Working Capital pursuant to Appendix 2.4 (such accounts receivable, "Stale Pre-Closing Receivables"), Company agrees to, and Buyer agrees to cause Company to, reasonably promptly remit to the Shareholder Representative (for the benefit of Designated Sellers) all amounts received by Company or Buyer with respect to Stale Pre-Closing Receivables. Company agrees to, and Buyer agrees to cause Company to, use commercially reasonable efforts in the ordinary course to collect Stale Pre-Closing Receivables. Upon request of the Shareholder Representative, at any time after any adjustment to the Purchase Price in respect of Final ...
Certain Receivables. Accounts and notes receivable from NREL or F&B to Seller.
Certain Receivables. Buyer agrees that if the certain account receivables identified in Section 4.15 of the Disclosure Schedule are collected by the Company in cash, including insurance proceeds, Buyer will pay to the Shareholders the amount actually collected minus (i) any Buyer Losses resulting from any Damages relating to matters involving the parties identified in Section 4.15 of the Disclosure Schedule and (ii) the amount of the receivable on the Financial Statements in excess of the accrual or allowance established for such receivable on the Financial Statements; provided that no amounts will be paid until all matters involving the parties identified in Section 4.15 of the Disclosure Schedule have been fully and finally resolved; provided further, however, that no amounts paid by Buyer will exceed the accrual or allowance established for such receivable on the Financial Statements.
Certain Receivables. Schedule 3.11 is an accurate list as of the Closing Date of the accounts and notes receivable of the Corporation from and advances to employees, former employees, officers, directors, the Shareholder and Affiliates of the foregoing which have not
Certain Receivables. Schedule 3.11 is an accurate list of the accounts and notes receivable of the Corporation or KCI from and advances to employees, former employees, officers, directors, the Shareholders and Affiliates of the foregoing which have not been fully repaid. For purposes of this Agreement, the term "AFFILIATE" means, with respect to any person, any person that directly or indirectly through one or more intermediaries controls or has an ownership interest in, or is controlled or owned in whole or in part by, or is under common control or ownership in whole or in part with such person, and in the case of the Corporation or KCI includes directors and officers, in the case of individuals includes the individual's spouse, father, mother, grandfather, grandmother, brothers, sisters, children and grandchildren and in the case of a trust includes the grantors, trustees and beneficiaries of the trust.
