Closing Receivables Sample Clauses

Closing Receivables. On the business day prior to the Closing Date, the Seller shall prepare, and shall furnish to the Buyer, a signed statement (the "Closing Receivables Statement") that sets forth an itemized list and aging of all Receivables of the Seller as of the Closing Date, excluding Receivables (i) outstanding more than 90 days, (ii) not incurred in the ordinary course of business or (iii) uncollectible due to, inter alia, known returns, business failure by the account debtor, or offsets or disputes with the account debtor (provided, however, that a Receivable shall not be considered uncollectible or outstanding more than 90 days for the purpose of this clause if the account debtor has notified the Seller it is disputing or offsetting such Receivable due to the Buyer's notifying such account debtor of its intention not to perform Seller's obligations under any outstanding purchase orders from such account debtor) (the aggregate amount of such Receivables set forth on the Closing Receivables Statement being the "Closing Receivables Amount"),
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Closing Receivables. For a period of 120 days following the Closing, the Surviving Entity shall use commercially reasonable efforts at least as diligent as those used in the Ordinary Course of Business prior to the Closing to collect the full value of the Closing Receivables (it being understood that Xxxx Xxxx will be responsible, subject to his obligations pursuant to the terms of the Xxxx Xxxx Employment Agreement, for directing such collections efforts, which will be conducted consistent with past practice of the Company). In the event that any amounts in respect of the Closing Receivables are uncollected as of the end of the 60-day period following the Closing (and therefore are not included in the Collected Receivables Amount), but are collected by the Surviving Entity during the 60-day period immediately following the 60-day period following the Closing (such subsequent 60 day period, the “Second Look Period”; any such collections, the “Second Look Collections”), then the Emdeon Entities shall, within five Business Day of the end of the Second Look Period, pay the Members’ Representative, for the account of the Company Members, the amount of any such Second Look Collections.
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Closing Receivables. “Closing Receivables” shall mean all of the notes and accounts receivable of the Company as of the Closing.
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Closing Receivables. In the event that any account receivable shown on the Final Closing Net Assets Statement has not been collected in full by the six-month anniversary of the Closing (each an “Unpaid Receivable”), the face amount thereof, net of any unused portion of the receivables reserve reflected on the Final Closing Net Assets Statement (up to the face amount of the receivable), shall be established as a credit in favor of Parent. Such credit may be satisfied in the same manner in which Parent may seek recourse with respect to an indemnifiable Loss pursuant Article VIII and the Escrow Agreement (without application of Section 8.7(a)). All Unpaid Receivables shall continue to be collected by the Company in the ordinary course and consistent with procedures employed in the Company's recent historical practice, and if a payment is received by the Company with respect to an Unpaid Receivable with respect to which a credit has been satisfied in accordance with the preceding sentence, the Company shall make a corresponding payment to the Exchange Agent (or, if such satisfaction was effected by a release from the Escrow Fund and the Escrow Fund has not been fully released, to the Escrow Agent) up to the amount of such credit that was so satisfied. In the event the Company receives funds, not designated as being in payment of a specific account receivable, from a customer that is an account debtor with respect to both Unpaid Receivables and other accounts receivable, such funds shall be allocated to the oldest balance (excluding any balance that is in dispute with the account debtor). Subject to compliance with the preceding sentence, neither Parent, the Company nor any of their respective Affiliates shall have any liability to the Stockholders for the collection of any Unpaid Receivable.
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Closing Receivables. (a) Contemporaneous with Closing, Seller shall send written notice to each of their customers directing such customers to send all payments constituting Closing Receivables to an address designated by Buyer prior to the Closing. Seller shall take such other commercially reasonable action as may be necessary to cause all of such customers to send payments to such address. After the Closing, Xxxxx shall have the right and authority to endorse without recourse the name of Seller or the Business on any check or other evidence of indebtedness received by Buyer on account of the Closing Receivables.
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Closing Receivables. The Closing Receivables are fully collectible without recourse to litigation; there are no disputed Closing Receivables; all credits due the debtors of the Closing Receivables have been deducted and the Closing Receivables are subject to no defense or setoff; and no debtor owing any of such Closing Receivables has filed under the provisions of any bankruptcy, reorganization, insolvency or other similar laws since January 1, 2004. For purposes of this Section 4.3 and Section 8.5 of this Agreement, Closing Receivables shall be considered uncollectible if they remain unpaid and outstanding 180 days after the date of the original invoice or applicable note.
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Closing Receivables. If any Closing Receivables are or become uncollectible as provided in Section 4.3 of this Agreement, then the Parent shall have the right to require the Sellers to purchase for cash from the Company, at face value, such Closing Receivables. If the Parent exercises this right, then upon tender by the Company to the Seller Representative of the assignment of such receivables, without recourse, the Sellers shall pay to the Company in cash the full face value thereof within 10 days after such tender. To the extent the Parent exercises its right to have the Sellers purchase such Closing Receivables and such Closing Receivables are at any time thereafter collected by the Company, the Parent shall cause the Company to repay to the Sellers such collected amounts. All Closing Receivables shall be considered collected on a specific identification basis for purposes of determining the amount of Closing Receivables collected under Section 4.3 and this Section 8.5; provided that payments received by the Company from debtors of the Acquired Business without instruction as to application shall be applied to the earliest invoices outstanding from such debtors. Sellers may pursue any and all lawful means of collection of any Closing Receivables assigned by the Company to the Sellers pursuant to this Section 8.5.
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Related to Closing Receivables

  • 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.

  • Receivables (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

  • 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.

  • Additional Receivables On each Distribution Date during the Revolving Period, the Depositor shall purchase from the Seller and sell to the Issuing Entity Additional Receivables in an amount approximately equal to (but not greater than) the amount of funds deposited on such Distribution Date in the Accumulation Account pursuant to clauses (vii) and (ix) of Section 4.06(c) of this Agreement. Subject to the satisfaction of the conditions set forth in Section 2.07, in consideration of the Issuing Entity’s delivery on or prior to any Subsequent Closing Date to the Depositor of an amount equal to the Aggregate Additional Receivables Principal Balance for such date, on each Subsequent Closing Date the Depositor shall, pursuant to this Agreement and the related Second Step Additional Receivables Assignment in the form attached as Exhibit C to this Agreement (the “Second Step Additional Receivables Assignment” and together with the Second Step Initial Receivables Assignment, the “Second Step Receivables Assignments”), sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse:

  • 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.

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

  • 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.

  • Seller's Assignment of Purchased Receivables With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Purchaser shall assign, without recourse, representation or warranty, to the Seller all the Purchaser's right, title and interest in and to such Receivables, and all security and documents relating thereto.

  • Reassignment of Ineligible Receivables If (a) any representation or warranty under Section 2.02(d) or Section 4.02 is not true and correct in any material respect as of the date specified therein with respect to any Receivable or any related Account or (b) any representation or warranty made by RPA Seller pursuant to Section 2.04 of the Existing PSA is not true and correct in any material respect as of the date specified therein with respect to any Receivable transferred to the Certificate Trust prior to the Effective Date or any related Account and, in either case, as a result thereof Purchaser is required to accept a reassignment of Ineligible Receivables pursuant to Section 2.04(d) of the Pooling and Servicing Agreement, RPA Seller shall pay to Purchaser an amount in cash equal to either (i) the Purchase Price paid for any such Ineligible Receivable by Purchaser to RPA Seller (including any portion thereof deemed to be a borrowing under the Subordinated Note or deemed to be a capital contribution from RPA Seller to Purchaser) less any amounts previously collected by Purchaser with respect to such Receivable or (ii) in the case of any Receivable that was deemed to have been sold to Purchaser by RPA Seller prior to the Effective Date, the principal balance of such Receivable. Such amount may be offset against any amounts due from Purchaser to RPA Seller with respect to the Purchase Price for Receivables sold to Purchaser on such day; provided that RPA Seller shall not be obligated to make any such cash payment until the Transfer Date following a Monthly Period with respect to amounts owing for such Monthly Period in accordance with Section 3.03. The obligation of RPA Seller set forth in this Section shall constitute the sole remedy respecting any breach of the representations and warranties set forth in the above-referenced Sections with respect to such Receivables or failure to meet the conditions set forth in the definition in the Pooling and Servicing Agreement of Eligible Receivable with respect to such Receivable available to Purchaser.

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