Guarantee of Accounts Receivable Sample Clauses

Guarantee of Accounts Receivable. The Seller and the Stockholders hereby absolutely and unconditionally guarantees to the Purchaser the payment in full after the Closing Date of all of the Accounts Receivable of the Seller. The parties hereto acknowledge and covenant, promise and agree that the guarantee by the Seller contained in this Section is a guarantee of payment and collection; accordingly, except as provided in Section 4.1 of this Agreement, the Purchaser shall have no obligation whatsoever to enforce or attempt to enforce against any Account Debtor or in respect of any collateral any right which the Purchaser has or the Seller may have had in respect of any of the unpaid Accounts Receivable or such collateral.
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Guarantee of Accounts Receivable. Stockholders hereby guarantee collection of the Accounts Receivable, less the Bad Debt Reserve (the "Guaranteed Accounts"). For a period of 120 days following the Closing Date (the "Collection Period"), Xxxx shall seek to collect all Guaranteed Accounts in the ordinary course of business and shall not take any action outside of the ordinary course of business with respect to the Guaranteed Accounts. The Collection Period may be extended by mutual agreement of PRG and the Stockholders, either as to some or all of the Guaranteed Accounts. Payments received by Xxxx from customers will be applied first against such customer's oldest Guaranteed Account, unless credit of the payment is otherwise directed to a specific account receivable by the customer. Within twenty-one (21) days following the end of each calendar month during the Collection Period, Xxxx shall deliver to the Stockholders a monthly itemized report on such collection activities for such calendar month. On or prior to the last day of the Collection Period, PRG shall provide to the Stockholders an aged listing of all uncollected Guaranteed Accounts for which PRG seeks payment by the Stockholders. Within five (5) days of the receipt of such list, the Stockholders shall pay PRG an amount equal to the aggregate uncollected balance of the Guaranteed Accounts, and PRG shall cause Xxxx to tender and assign all of its right and interest in such uncollected Guaranteed Accounts to Stockholders, free and clear of any claims or liens (other than and subject to any and all defenses, counterclaims or rights of set-off that may be asserted by the customer that do not arise from the actions, other than unsuccessful collection actions, of Xxxx or PRG after the Closing Date), and Stockholders shall have the right to collect such Guaranteed Accounts for their own account; provided, however, that, at its option, PRG may cause Xxxx to retain its right and interest in any of the uncollected Guaranteed Accounts in lieu of payment therefor by Stockholders, and no payment by Stockholders shall be due or demanded with respect to such retained accounts. As a condition to the payment by the Stockholders for the uncollected Guaranteed Accounts, PRG shall cause Xxxx to deliver copies of all books and records pertaining to such uncollected Guaranteed Accounts to a representative of Stockholders (and shall make the originals of such books and records reasonably available to Stockholders to support Stockholders collection efforts...
Sample 1
Guarantee of Accounts Receivable. The Sellers guarantee to the Acquiror that the unpaid balance of the Accounts Receivable of KenCom listed on SCHEDULE 12.3 will be paid within ninety (90) days of the date of Closing. Within ten (10) days after delivery to the Sellers of written notice of any such Accounts Receivable not being paid within such ninety (90) day period, the Sellers will pay to the Acquiror the full amount of such unpaid receivable in cash. The Acquiror shall provide full access and all reasonable assistance to collect such receivable. Any receivable not collected, but paid for by the Sellers, shall be assigned to the Sellers.
Sample 1
Guarantee of Accounts Receivable. Seller guarantees payment of any Account Receivable outstanding as of the Closing Date that remains outstanding for more than one hundred eighty (180) days after the Closing Date (the aggregate amount of which, net of reserves not in excess of $28,079.52, are hereinafter, the "Outstanding Accounts Receivable"); ------------------------------- provided, however, that any Outstanding Accounts Receivable that is not paid, due to the action or inaction of the Company or Purchaser following the Closing Date outside of the ordinary course of business, shall not be so guaranteed. Seller shall remit to the Company the aggregate amount of any Outstanding Accounts Receivable within thirty (30) days of receipt of the written notice of Purchaser indicating the aggregate amount of Outstanding Accounts Receivable; provided, however, Seller shall not have the obligation to remit any amount to the Company unless the aggregate of Outstanding Accounts Receivable exceeds $25,000, in which event Seller shall be liable for all Outstanding Accounts Receivable. If following payment by Seller, the Company collects sums on the Outstanding Accounts Receivable, the amounts collected, to a maximum of the payment made by Seller to the Company, shall be returned to Seller.
Sample 1
Guarantee of Accounts Receivable. Each Seller hereby guarantees the -------------------------------- collectibility of the Company's accounts receivable which are outstanding and aged less than 180 days as of the Takeover Date ("Guaranteed Accounts Receivable"). To the extent that any of the Guaranteed Accounts Receivable are not collected within 180 days of the invoice date, such account receivable will be deemed uncollectible and Seller shall promptly pay to Purchaser the full amount of the account receivable deemed uncollectible less the amount, if any, payable to Purchaser pursuant to Section 8.4. Upon receipt of such payment from Sellers, Purchaser shall assign to Sellers the right to collect the accounts receivable deemed uncollectible.
Sample 1
Guarantee of Accounts Receivable. For a period of one hundred eighty days (180) days following the Effective Date (until August 1st, 1998)(the "Collection Period"), Buyer shall use reasonable business efforts to collect the Accounts Receivable purchased by Buyer as part of the Acquired Assets. To the extent that any Accounts Receivable remain Uncollected at the end of such 180-day period, Seller shall pay to the Buyer, in cash within five (5) days of Buyer's request, the amount of the Uncollected Accounts Receivable, together with interest on the amount calculated herein at the rate of nine percent (9%) per annum from the Closing Date to the date of payment. Buyer shall make available to Seller and its accountants and representatives the books and records of the Operations and Buyer's employees in Oshkosh, Wisconsin reasonably necessary for Seller to determine the accuracy of any payment required to be made by Seller pursuant to this Section. Promptly following any reimbursement payment from Seller to Buyer for Uncollected Accounts Receivable pursuant to this Section 4.4, the Buyer shall transfer all right, title and interest in and to such Uncollected Accounts Receivable to the Seller, free and clear of any and all encumbrances and Buyer shall have no further obligations of any kind to collect the Accounts Receivable. The term "Collected" as it relates to the Accounts Receivable guarantee shall mean the extent to which outstanding Accounts Receivable have been paid to the Buyer: a) in cash or other good funds or b) by deposits previously paid by Seller to the Buyer.
Sample 1
Guarantee of Accounts Receivable. The Seller and the Shareholder guarantee payment of any Accounts Receivable existing on and as of the date hereof, that remains outstanding for more than 180 days after it is due and payable; provided, however, that such guarantee shall not be applicable to the first Fifty Thousand Dollars ($50,000) in the aggregate in uncollectible Accounts Receivable transferred to the Acquisition Sub pursuant hereto. The aggregate outstanding Accounts Receivable less the initial $50,000 in Accounts Receivable covered by the Acquisition Sub shall be referred to herein as the "Outstanding
Sample 1
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Guarantee of Accounts Receivable. The amount of trade accounts -------------------------------- receivable from the sale of Gross Inventory (the "Receivables"), net of reserves for uncollectible accounts receivable, is referred to as the "Net Receivables." Company shall use its best efforts to collect all the Receivables prior to and during the ninety (90) day period after the Closing Date, referred to herein as "Actual Collections." If more than one invoice is outstanding for any customer, the "first-in, first-out" principle shall be applied in determining the invoice to which a payment relates, unless a customer specifies which invoice a payment should be credited to.
Sample 1
Guarantee of Accounts Receivable. The Vendor represents and warrants to the Purchaser that the Accounts Receivable will realize an amount at least equal to the aggregate face value thereof that will be set out in the Closing Balance Sheet and the Purchaser agrees that after the Closing it will exercise reasonable diligence in attempting to collect all amounts owing in respect of the Accounts Receivable. If, at the expiration of 120 days after the Closing, the amounts collected by the Purchaser in respect of the Accounts Receivable shall have aggregated less than the face amount thereof, the Vendor shall within 5 days after receipt by it of a written demand by the Purchaser pay the Purchaser the amount of the deficiency and the Purchaser shall thereupon assign the entire uncollected portion of the Accounts Receivable to the Vendor.
Sample 1

Related to Guarantee of Accounts Receivable

  • Collection of Accounts Receivable From and after the Closing, Seller shall pursuant to the Management Contract (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Contract is being terminated) and Buyer and Seller shall use their commercially reasonable efforts to cause IPS, pursuant to the IPS Contract (subject to that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing IPS Contract is being terminated), to xxxx for services provided by Seller to GAA prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable of Seller (determined pursuant to the Management Contract) attributable solely to services provided by Seller to GAA, pursuant to the Management Contract, prior to the Closing Date (collectively, the “Pre-Closing Seller Accounts Receivable”). Buyer shall have no obligation to file collection actions or lawsuits with respect to any such Pre-Closing Seller Accounts Receivable attributable to services provided by Seller to GAA prior to the Closing Date (or with respect to any “Pre-Closing Accounts Receivable” being accounts receivable attributable to services provided by GAA prior to the Closing Date); nor shall Buyer have any liability to Seller or Seller Owner for any failure by IPS to timely xxxx for services provided by GAA prior to the Closing Date or to collect any such Pre-Closing Accounts Receivable attributable to services provided by GAA prior to the Closing Date. This Section shall not apply with respect to any billing for services provided by Buyer on or after the Closing Date or any accounts receivable attributable to services provided by Buyer on or after the Closing Date (“Post-Closing GAA Accounts Receivable”). 5.8.1 Buyer shall pay to Seller, solely from Pre-Closing Accounts Receivable collections, by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month (which calendar month begins after the Closing Date), an amount equal to the positive difference (if any) between (a) the aggregate of the Pre-Closing GAA Accounts Receivable collected under the Management Contract (subject to such applicable Termination Agreement) during such immediately preceding calendar month (net of the billing and collection expense equal to six percent (6%) of Buyer’s net revenues attributable to such Pre-Closing Accounts Receivable in accordance with the IPS Contract, subject to such applicable Termination Agreement, minus (b) the sum of (i) all of the amounts, if any, paid by GAA or Buyer on or after the Closing attributable to GAA’s obligations with respect to trade and accounts payable and other operating expenses incurred or accrued for all periods on or prior to the Closing Date (including compensation payable to physicians and CRNAs employed or engaged by GAA and all billing and collection and management fees payable to Seller), plus (ii) Buyer’s operating expenses after the Closing Date (including, without limitation, the cost of CRNAs, physician labor, anesthesia drugs and supplies, any billing and collection expense and management fee (without double counting of such amounts deducted in subsection (a)), insurance, bank fees, Taxes and other expenses required by GAA to provide anesthesia services pursuant to the PSA Contracts) for the applicable calendar months (such amounts in subsection (b)(ii), collectively, the “Advanced Expenses”). Notwithstanding the foregoing, the reduction described in subsection (b)(ii) shall not apply after the first two calendar months after the Closing Date and nothing in subsection (b)(ii) shall be construed to mean that such expenses are the responsibility of Buyer nor affect any indemnification rights Buyer may have under Section 6. An example of the intended application of this Section 5.8.1 in conjunction with the application of Section 5.9 of the Other Acquisition Agreement, relating to the collection of GAA’s Pre-Closing Accounts Receivable) is set forth in the Accounts Receivable Worksheet attached hereto as Exhibit F. For avoidance of doubt, in no event will GAA or Buyer owe any amounts to Seller under this Section 5.8 (or the Seller under the Other Acquisition Agreement pursuant to Section 5.9 thereof) other than from collections of any Accounts Receivable attributable to services provided by GAA before the Closing Date. 5.8.2 Beginning on March 10, 2015, Buyer shall begin to repay to Seller the Advanced Expenses (such payments to be made by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month). The first payment hereunder will be due by March 10, 2015 and the tenth (10th) day of each calendar month thereafter until the Advanced Expenses are repaid to Seller in full; provided, however, all accrued and unpaid Advanced Expenses shall be immediately due and payable in full on or before June 10, 2015. The amount payable each month by Buyer with respect to the Advanced Expenses will equal the product of (a) twenty-five percent (25%) multiplied by (b) the positive difference, if any, between (i) the aggregate of the Post-Closing Accounts Receivable payable to Buyer during such immediately preceding calendar month (net of the billing and collection expense equal to six percent (6%) of GAA’s net revenues and management fee equal to four percent (4%) of the Buyer’s net revenues attributable to such Post-Closing Accounts Receivable, in each case attributable to such Post-Closing Accounts Receivable under the IPS Billing and Management Agreement as defined in the Other Acquisition Agreement), minus (b) all of the amounts paid by Buyer on or after the Closing attributable to Buyer’s obligations with respect to trade and accounts payable and all other operating expenses (of a nature described above in Section 5.8.1) incurred or accrued for all periods on or after the Closing Date, and other liabilities arising from Seller’s conduct of business for all periods on or before the Closing Date. 5.8.3 Each monthly payment shall include a breakdown showing, in reasonable detail, the determination of the amount payable such month by the Buyer to the Seller.

  • 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.

  • 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.

  • Guarantee of Obligations (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

  • 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 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.

  • Notification of Account Debtors MLBFS may notify any Account Debtor that its Account or Chattel Paper has been assigned to MLBFS and direct such Account Debtor to make payment directly to MLBFS of all amounts due or becoming due with respect to such Account or Chattel Paper; and MLBFS may enforce payment and collect, by legal proceedings or otherwise, such Account or Chattel Paper.

  • Guarantee of Payment This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full (without duplication of amounts theretofore paid by the Issuer) or upon distribution of Debentures to Holders as provided in the Trust Agreement.

  • Collection of Accounts (a) Borrower shall establish and maintain, at its expense, blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are acceptable to Lender into which Borrower shall promptly deposit and direct its account debtors to directly remit all payments on Accounts and all payments constituting proceeds of Inventory or other Collateral in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Lender, whether on the Accounts or as proceeds of Inventory or other Collateral or otherwise shall be the property of Lender. (b) For purposes of calculating the amount of the Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the business day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) business day following the date of receipt of immediately available funds by Lender in the Payment Account provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrower's loan account on such day, and if not, then on the next business day. (c) Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall the same be commingled with Borrower's own funds. Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligation of Borrower to reimburse Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

  • Guarantee of Payment; Continuing Guarantee The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations whenever arising.

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