Delinquent Accounts Receivable Sample Clauses

Delinquent Accounts Receivable. The Purchase Price shall be adjusted downward in an amount equal to any delinquent Accounts Receivable in excess of the reserve therefor set forth on the 6/30/96 Working Capital Balance Sheet (as defined below) and calculated in a manner consistent with past practices of the Seller (the "Accounts Receivable Adjustment"); provided that the aggregate amount of all adjustments shall be paid solely out of and capped at an amount equal to the balance of the then Escrow Fund held pursuant to the Escrow Agreement. Accounts Receivable shall be considered to be delinquent if they are outstanding at June 30, 1996 and are not collected - within the twelve (12) month period following the close of business on June 30, 1996.
Sample 1
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Delinquent Accounts Receivable. Section 4.2(a) of the Agreement and paragraph C of Amendment No. 1 is amended and restated in its entirety as follows:
Sample 1
Delinquent Accounts Receivable. The Purchase Price shall be adjusted downward in an amount equal to any delinquent Accounts Receivable in excess of the reserve therefor set forth on the 6/30/96 Working Capital Balance Sheet (as defined below) and calculated in a manner consistent with past practices of the Seller (the "Accounts Receivable Adjustment"); provided that, the aggregate amount of all adjustments shall be satisfied solely by Purchaser's right of set-off from its obligations under the Notes on a dollar-for-dollar basis, following the procedures set forth in Article XVI-A. Accounts Receivable shall be considered to be delinquent if they are outstanding at June 30, 1996 and are not collected within the twelve (12) month period following the close of business on June 30, 1996.
Sample 1
Delinquent Accounts Receivable. To the extent that Buyer has collected any unpaid receivables described in Section 3.3(c)(x) between the last day of the Collection Period and the Determination Date, (i) if the Final Net Working Capital is greater than the Target Net Working Capital, then Buyer shall, at the same time as the payment pursuant to Section 3.3(b) (to the extent not causing a double payment for any amounts included as Current Assets in the determination of the Final Net Working Capital), pay the amount collected by wire transfer in immediately available funds to Seller, and (ii) if the Final Net Working Capital is less than the Target Net Working Capital, then Buyer shall apply such amount as a credit against the amount required to be paid by Seller pursuant to Section 3.3(b) (to the extent not resulting in a double credit for any amounts included as Current Assets in the determination of the Final Net Working Capital). Buyer shall also assign its right in any remaining unpaid receivables to Seller concurrently with the delivery of the Final Closing Report. Buyer shall use reasonable commercial efforts consistent with past practices (but shall not be obligated to undertake any collection process or legal action) to collect the receivables, or to incur any material costs in excess of general items of overhead, and shall not compromise or otherwise settle any such receivables without Seller’s prior written consent. Seller shall have no liability to Buyer for any damages for any unpaid receivables not included as a Current Asset except for the amount of any adjustment under Section 3.3(c)(x). Buyer shall remit to Seller on a monthly basis for the first six (6) months and a quarterly basis thereafter any payments Buyer receives for unpaid receivables assigned to Seller pursuant to this Section 3.3(d) or comprising Write-Offs.
Sample 1
Delinquent Accounts Receivable. From and after the date that is six (6) months from the date hereof, at no time shall accounts receivable for operations at any Facility that are unpaid for more than ninety (90) days exceed 30% of such Facility’s total outstanding accounts receivable.
Sample 1
Delinquent Accounts Receivable. Buyer shall use commercially reasonable efforts for a period of 180 days following the Effective Time in accordance with applicable Regulations to collect delinquent Accounts Receivable and Sellers shall reimburse Buyer for (i) any and all amounts which Buyer does not collect, (ii) interest thereon at the Interest Rate with respect to any uncollected accounts receivable from the 91st day through the date of reimbursement by Seller, and (iii) any and all unpaid collection costs, provided that Buyer transfer such delinquent Accounts Receivables to Sellers upon such reimbursement. Buyer shall have no obligation to use a collection agency or to commence any Action in connection with its collection efforts. 5.07
Sample 1
Delinquent Accounts Receivable. The Purchase Price shall be adjusted on a dollar-for-dollar basis to the extent Buyer is unable to collect the accounts receivable set forth on the Closing Working Capital Statement (the “Transferred Accounts Receivable”) within 180 days after the Closing Date. Promptly following 180 days from the Closing Date, Buyer shall calculate and deliver to Sellers a notice setting forth the aggregate amount of uncollected Transferred Accounts Receivable (“Uncollected Receivables”). In calculating the Uncollected Receivables, the following protocol shall apply: (a) payments referencing an invoice shall be credited against such invoice; (b) payments that do not reference an invoice, but that are in the exact amount of an invoice (or the undisputed portion of an invoice) shall be credited to such invoice; and (c) all other payments shall be credited to the oldest undisputed invoice. Within thirty (30) days of Sellers’ receipt of Buyer’s calculation of the amount of Uncollected Receivables, Sellers agree to pay to Buyer the full amount of any Uncollected Receivables in immediately available United States Dollars by wire transfer to a bank account designated by Buyer. Upon Sellers’ payment of the amount of Uncollected Receivables calculated by Buyer, Buyer shall assign and transfer all rights, title, and interest in and to the Uncollected Receivables to Sellers. Following such assignment, if Buyer collects the value of any of the Uncollected Receivables for which Buyer has received payment from Sellers, Buyer shall remit said payment(s) to Sellers within thirty (30) days of receipt of payment(s) of the Uncollected Receivables. The Parties agree that Buyer shall cause the Company to use commercially reasonable efforts to collect the Transferred Accounts Receivable within the 180 days after the Closing Date. Buyer shall preserve and shall make available to Sellers (in the event of any claim for payment by Buyer under this Section 1.4) all books and records relating to the Transferred Accounts Receivable. Notwithstanding any of the foregoing, Buyer shall have the option to decline to transfer any Uncollected Account Receivable in its sole and absolute discretion. If Buyer does elect not to transfer any Uncollected Accounts Receivable, Sellers shall have no obligation to make any payment to Buyer therefor.
Sample 1
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Related to Delinquent Accounts Receivable

  • Delinquent Accounts Collections: In the event GROUP’s account becomes delinquent, SHOP shall undertake collections per State Accounting Manual (XXX) Section 8776.6 (non-employee accounts receivable).

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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 Acquired Companies 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.

  • Collection of Accounts Receivable At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Accounts Receivable; Accounts Payable (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

  • 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. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2).

  • No Delinquent Receivables As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

  • 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.

  • 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.

  • Accounts and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.

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