Closing Accounts Receivable Sample Clauses

Closing Accounts Receivable. The Buyers and the Companies shall retain all right, title and interest in and to the Closing Accounts Receivable and shall not be obligated to reassign all or any portion of the Closing Accounts Receivable to the Seller Representative. Exh. A-1
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Closing Accounts Receivable. The Source, Seller and the Accounting Firm shall have mutually agreed upon the collectibility of the Closing Accounts Receivable, as contemplated by Section 10.01(a), which agreement shall not be unreasonably withheld by Seller.
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Closing Accounts Receivable. NOVAVAX and KING agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of NOVAVAX after 11:59 p.m. (E.S.T.) on the Closing Date shall inure to the benefit of NOVAVAX. Without derogating from the foregoing, KING agrees that it shall continue to take orders for the Products for ninety (90) days following the Closing Date. Such orders shall be reported by KING to NOVAVAX promptly after receipt and in no event more than two (2) business days after such orders are received. KING and NOVAVAX agree to determine promptly after the Closing a mutually agreeable reporting procedure to communicate the information required by this Section 2.02.
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Closing Accounts Receivable. Seller shall deliver to Buyer promptly after the Closing Date a complete and detailed statement of the Closing Accounts Receivable, showing the account number and date of issuance, the name and address of the account payor, the aggregate amount of such receivable, and the balance due as of Closing Date on each such Closing Account Receivable. Buyer agrees to use its normal business efforts, for a period of one hundred eighty (180) days, as collection agent for Seller, to diligently collect the Closing Accounts Receivable following the Closing Date in the ordinary course of business in accordance with the Buyer's standard collection practice, provided however, that the Buyer shall not be required to take any extraordinary measures including instituting a legal proceeding or utilizing any collection agency. Any funds received by the Buyer payable in respect to Closing Accounts Receivable shall be held for the account of the Seller in a segregated bank account and all funds accumulated shall be wire transferred to the Seller on a monthly basis or as agreed to by the Seller and the Buyer. Nothing herein shall preclude the Seller from taking any action to collect the Closing Accounts Receivable.
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Closing Accounts Receivable. 3.3(a) Closing Adjustment Amount. . . . . . . . . . . . . . . . . . . 3.2(b)(i) Closing Balance Sheet. . . . . . . . . . . . . . . . . . . . . . .3.3(b) Closing Cash True-Up . . . . . . . . . . . . . . . . . . . . . . .3.3(e) Closing Consideration Amount . . . . . . . . . . . . . . . . . . .3.2(c) Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
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Closing Accounts Receivable. 2.4 (a) Closing Accounts Receivable Amount....................... 2.4 (a) Closing Date............................................. 2.2
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Closing Accounts Receivable. Within 45 days of the A/R Determination Date, the Buyer shall prepare and deliver to Stockholders Representative a summary in reasonable detail of all amounts collected by the Company or any Company Subsidiary after the Effective Time and through the A/R Determination Date, indicating which of such collections were for the Final Closing Accounts Receivable and which of such collections were for Accounts Receivable that were previously written off (the “Collected A/R”) and specifying the A/R Adjustment Amount, if any. Within five Business Days after Buyer’s delivery of such summary to Stockholders Representative, Buyer shall deposit with the Escrow Agent, or if there is a separate Paying Agent, with such Paying Agent, for payment to the Stockholders as the Per Share A/R Adjustment Amount in accordance with this Agreement, a cash amount equal to the amount, if any, by which the Collected A/R exceeds (i) the Final Closing Accounts Receivable less (ii) the Closing A/R Reserves (the “Gross A/R Adjustment Amount”). The Parties agree that the Collected A/R shall be applied to the respective applicable invoices in accordance with Buyer’s historical practices. The procedures set forth in Section 2.6.2.2 and 2.6.2.3 shall apply with respect to the review of the Collected A/R and the A/R Adjustment Amount by the Stockholders Representative and any dispute arising in connection therewith.
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Closing Accounts Receivable. NOVAVAX and KING agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of NOVAVAX after 11:59 p.m. (E.S.T.) on the Closing Date shall inure to the benefit of NOVAVAX. Without derogating from the foregoing, KING agrees
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Closing Accounts Receivable. The Closing Accounts Receivable shall be $0.00. Pursuant to the MIPA, Excluded Assets (as defined in the MIPA) shall be assigned to TXC or its nominee or assigns.
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Related to Closing Accounts Receivable

  • Accounts Receivable All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company 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 Company 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 The accounts receivable reflected on the Financial Statements and all accounts receivable arising thereafter have arisen from actual and bona-fide transactions in the Ordinary Course of Business consistent with the past practice and are valid and enforceable against the obligors of such accounts receivable, and other than cash discounts in the Ordinary Course of Business consistent with past practices or reserves for bad-debts accrued in accordance with the Accounting Principle, there have been no claims, or any threat of any such claims, of set-off, refusal of payment or other counterclaims relating to the existence thereof or all or any part of the amount thereof. The accounts receivables are collectible in full in accordance with the Ordinary Course of Business consistent with past practice.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • 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.

  • Accounts Receivable and Accounts Payable 7 (a) General.....................................................7 (b)

  • 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.

  • Accounts Receivable; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • 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.

  • Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).

  • 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.

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