Customer Accounts Receivable. All customer accounts receivable of the Company or any of its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice.
Customer Accounts Receivable. Except as Schedule 3.24 sets forth, all customer accounts receivable and notes receivable of the Companies, whether reflected on the most recent Balance Sheets or subsequently created, have arisen from bona fide transactions in the ordinary course of business and have been collected or are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the most recent Balance Sheets or reflected in the Working Capital Amount. Each Company has good and marketable title to its accounts receivable, free and clear of all Liens, except as set forth in Schedule 3.24. Schedule 3.24 sets forth, by customer name and account, all receivables of the Companies which would be classified as current assets under the classification “accounts receivable” on the Companies’ balance sheets as of the relevant Balance Sheet Date (a) that have remained or are expected to remain unpaid for more than 75 days after the due date of the original invoice or 120 days after the date of the invoice, (b) as to which any unresolved dispute with the customer exists or (c) that are owed by a debtor in any bankruptcy or insolvency case.
Customer Accounts Receivable. Any and all billed accounts receivable and/or unbilled services related to the Customer Contracts (the "Customer Accounts Receivable").
Customer Accounts Receivable. The Sellers and the Purchaser shall cooperate in good faith in order to ensure that the applicable Seller receives payment of any account, trade or note receivable or other payment from a customer or any other obligor to the extent relating to any Other Chemtura Business and that the Purchaser receives payment of any account, trade or note receivable or other payment from a customer or any other obligor (other than Foreign Accounts Receivable or the Retained PPD Receivables) to the extent relating to the Business. As promptly as practicable after the Closing, the parties will reasonably cooperate to notify each account debtor of any Account Receivable of the Purchaser’s identity and the account which the Purchaser has designated for receipt of payments in a letter in form and substance reasonably satisfactory to the Purchaser. To the extent that either the Purchaser, on the one hand, or a Seller, on the other hand, determines that it has received payment of an account, trade or note receivable or other payment from a customer or any other obligor owned by the other (including by way of notice from the other), the receiving party agrees to promptly (and in any event as promptly as practicable but in no event later than five Business Days after making such determination) remit such payment to the designated bank account of the owner of such receivable or payment.
Customer Accounts Receivable. All customer accounts receivable of the Company, whether reflected on the Unaudited Statements or subsequently created, have arisen from bona fide transactions in the ordinary course of business consistent with past practice. The Company reasonably believes all such customer accounts receivable are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Unaudited Statements. The Company has good and marketable title to its accounts receivable, free and clear of all Liens. Since the date of the Unaudited Statements, there have not been any write-offs as uncollectible of any accounts receivable of the Company, except for write-offs in the ordinary course of business consistent with past practice.
Customer Accounts Receivable. The Seller, the Purchaser and each applicable Purchaser Designee shall cooperate in good faith in order to ensure that the Seller receives payment of the customer accounts receivable arising from products delivered through the close of business on the day immediately preceding the Closing Date and that the Purchaser (or any applicable Purchaser Designee) receives payment of accounts receivable arising from products delivered on or after the Closing Date. To the extent that either the Purchaser (or any applicable Purchaser Designee), on the one hand, or the Seller, on the other hand, receives payment of accounts receivable owned by the other, the receiving party agrees to promptly (and in any event within ten (10) Business Days) remit the proceeds to the designated bank account of the owner. The Seller may direct all trade debtors to make payment on such accounts receivable arising from products delivered through the close of business on the day immediately preceding the Closing Date to a specified address and/or account.
Customer Accounts Receivable. All customer accounts receivable of the Company or its Subsidiaries, whether reflected on the Interim Financials or subsequently created, have arisen from bona fide transactions in the ordinary course of business. To the knowledge of UICI, all such customer accounts receivable to the extent not collected prior to the date hereof are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Interim Financials. The Company and the Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Encumbrances. Since the date of the Interim Financials, there have not been any write-offs as uncollectible of any notes or accounts receivable of the Company or either of the Subsidiaries, except for write-offs in the ordinary course of Business and consistent with prior practices that would not have a Material Adverse Effect.
Customer Accounts Receivable. All customer accounts receivable of ---------------------------- Controlled, whether reflected on the Controlled Balance Sheet or subsequently created, have arisen from bona fide transactions in the ordinary course of business. To the knowledge of Controlled and True North, all accounts receivable reflected in the Controlled Balance Sheet are good and collectible in the ordinary course of business. Set forth on Schedule 4.15 is a list of the names of the ten largest customers of the Controlled Business and the percentage of the Controlled Business' total revenues that each customer represented during the fiscal year ended December 31, 1997 and through the date hereof. Except as set forth on Schedule 4.15, there exists no actual or threatened termination, cancellation or limitation of, or any material modification of or change in, the business relationship of Controlled with any of the ten largest customers of Controlled during the fiscal year ended December 31, 1997 and through the date hereof and, to the knowledge of the Controlled or True North, the consummation of the transactions contemplated hereby will not result in the termination, cancellation or limitation of, or any material change in, the business relationship of Controlled with any such customer.
Customer Accounts Receivable. As of April 30, 2000, the Surviving Corporation shall determine the customer charge-backs for the accounts listed on SCHEDULE 2.11(C) for shipments prior to the Balance Sheet Date, and provide to McCann (as the representative of Seller and the shareholders of Seller) xxx determination of such customer charge-backs on or before May 31, 2000, together with all supporting documentation reasonably requested by McCann to support such determination. To the extent the aggregate of sxxx xxstomer charge-backs exceeds by more than 7.5% of the sum of $992,000 and the combined reserve for returns and cooperative advertising allowances as of the Balance Sheet Date, such amount shall be paid to the Surviving Corporation pursuant to the provisions of SECTION 2.11(E) below, and to the extent such the aggregate of such customer charge-backs is less by more than 7.5% of the sum of $992,000 and the combined reserve for returns and cooperative advertising allowances as of the Balance Sheet Date, the Surviving Corporation shall pay such amount to the shareholders of Seller pursuant to the provisions of SECTION 2.11(E) below.
Customer Accounts Receivable. All customer accounts receivable of the Company, whether reflected on the Balance Sheet or subsequently created, have arisen from bona fide transactions in the ordinary course of business. To the knowledge of the Company, all such customer accounts receivable are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Balance Sheet. The Company has good and marketable title to its accounts receivable, free and clear of all Liens. Since the date of the Balance Sheet, there have not been any write-offs as uncollectible of any notes or accounts receivable of the Company, except for write-offs in the ordinary course of business and consistent with past practice which have not had, either individually or in the aggregate, a Material Adverse Effect on the Company. Licenses; Permits. The Company possesses all material licenses, permits and authorizations issued or granted to the Company by Governmental Entities which are necessary or desirable for the conduct of the business of the Company. All such licenses, permits and authorizations are validly held by the Company, and the Company has complied in all material respects with all terms and conditions thereof, and the same will not be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement, the other Transaction Agreements or the consummation of the Transactions. All such licenses, permits and authorizations that are held in the name of any employee, officer, director, quotaholder, agent or otherwise on behalf of the Company shall be deemed included under this warranty.
