Guaranteed Receivables Sample Clauses

Guaranteed Receivables. Schedule 4.11 sets forth a categorization of the accounts receivable of the Company existing on the day before the Closing Date ("Closing A/R") into one of the following five categories, as mutually agreed by Seller and Buyer: (1) collectible in full; (2) slow, but collectible in full; (3) high risk; (4) bad debt; and (5) disputed amount (regardless of the reason) ("Stratified Accounts Receivable"). Closing A/R listed in Categories (1) and (2) of such Schedule 4.11 shall be transferred and assigned to Buyer at Closing without any representation or warranty as to their collectibility, with the exception of the following customers: PML Microbiologicals; Med-Ox Diagnostics, Inc.; Binax and AKO (the "Guaranteed Category 2 Receivables"). With respect to these customers, Buyer will use commercially reasonable efforts to collect all Guaranteed Category 2 Receivables for 120 days after the Closing Date. If, notwithstanding such efforts, such Guaranteed Category 2 Receivables have not been collected within 120 days after the Closing Date, then Buyer shall either elect to retain ownership of such Guaranteed Category 2 Receivables, in which case Buyer shall accept them without any representation or warranty as to collectibility, or shall cause the Company to assign any such uncollected Guaranteed Category 2 Receivables to Seller. Buyer shall notify Seller of its election within five days after such 120- day period; and if Buyer does not so notify Seller, it shall be deemed to have elected to retain such receivables. If Buyer elects to assign any such uncollected Guaranteed Category 2 Receivables to Seller, then Seller shall reimburse Buyer, by wire transfer of immediately available funds, within five business days after such assignment, the aggregate recorded amount thereof. In such event, Buyer and the Company shall provide Seller with such access to those books and records of the Company, and such other cooperation, as shall be reasonably requested to permit Seller to collect such uncollected Guaranteed Category 2 Receivables. Closing A/R listed in Category (3) of such Schedule 4.11 shall be transferred and assigned to Buyer at Closing (the "Guaranteed Category 3 Receivables"). Buyer will use commercially reasonable efforts to collect all Guaranteed Category 3 Receivables for 60 days after the Closing Date. If, notwithstanding such efforts, such Guaranteed Category 3 Receivables have not been collected within 60 days after the Closing Date, then Buyer shall cause t...
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Guaranteed Receivables. The Selling Stockholders hereby jointly and severally agree to the unconditional and irrevocable guarantee of the collection in full, on or before the Receivables Determination Date, of the gross dollar amount of the receivables set forth in Annex 6 attached hereto (the "Guaranteed Receivables"), for the benefit of the Company, and further agree to secure such guarantee with the Escrowed Shares (as defined in paragraph (c) below). The obligations of the Selling Stockholders under this paragraph shall be limited to such Selling Stockholder's Pro Rata Share of the Indemnification Limit, and shall expire and be of no further effect as to any Guaranteed Receivables remaining uncollected as of the Receivables Determination Date for which a claim has not been made by IDG before 5:00 p.m., Eastern Time, on or before ten business days after the Receivables
Sample 1
Guaranteed Receivables. The Selling Stockholders hereby jointly and severally agree to the unconditional and irrevocable guarantee of the collection in full, on or before the Receivables Determination Date, of the gross dollar amount of the receivables set forth in Annex 6 attached hereto (the "Guaranteed Receivables"), for the benefit of the Surviving Corporation, and further agree to secure such guarantee with the Escrowed Shares (as defined in paragraph (c) below). The obligations of the Selling Stockholders under this paragraph shall be limited to such Selling Stockholder's Pro Rata Share of the Indemnification Limit, and shall expire and be of no further effect as to any Guaranteed Receivables remaining uncollected as of the Receivables Determination Date for which a claim has not been made by IDG with the Selling Stockholder at or before 5:00 p.m., Eastern Time, on or before ten business days after the Receivables Determination Date. For purposes of determining whether any of the Guaranteed Receivables remain uncollected at the Receivables Determination Date, reductions to the Guaranteed Receivables resulting from the return of inventory or other offsets (to the extent such offsets reduce any liability of the Company) shall be considered a collection, and therefore the Surviving Corporation shall have no claim against the Selling Stockholders to the extent of such reduction or offset.
Sample 1
Guaranteed Receivables. Finnvera’s liability to pay any indemnification under the Buyer Credit Guarantee is limited to the Guaranteed Receivables. To prevent uncertainty, the Buyer Credit Guarantee does not cover any other payment obligations arising under or in connection with the Credit Documents than the Guaranteed Receivables or those specified in Clause 11.1 of the General Conditions. Subject to Clause 10 of the General Conditions, the Guaranteed Receivables are the following receivables under the Credit: Principal The principal amount of the Finnvera Balancing Loan such amount not to exceed the aggregate of (a) the lesser of (i) the USD equivalent of EUR 160,000,000 less 80% of the Eligible German Content Amount (if any) and (ii) the USD equivalent of EUR 160,000,000 less 5% of the aggregate commitments of the Lenders under the Credit Agreement; and (b) 100% of the Guarantee Premium. The portion of the Credit for the purpose to finance the Guarantee Premium under Finnvera Balancing Loan shall, however, not exceed the lower of (i) the actual Guarantee Premium to be determined and be paid by the Borrower in accordance with Clause 5.1, and (ii) the Guarantee Premium determined by using the percentage specified in level 3 of the Pricing Grid. Interest (a) German CIRR Rate not higher than 3.69% or lower than 3.29% as determined in accordance with the Credit Agreement plus the applicable Margin of 0.20% p.a. or 0.20% p.a. to 0.50% p.a. (as the case may be); or (b) the aggregate of the Reference Rate; the Credit Adjustment Spread; and the margin of 0.85% p.a.; . If the aggregate of the Reference Rate and the Credit Adjustment Spread is less than zero, the Reference Rate will be deemed to be such a rate that the aggregate of the Reference Rate and the Credit Adjustment Spread is zero. Default interest Interest plus 2% p.a.
Sample 1
Guaranteed Receivables. Finnvera’s liability to pay any indemnification under the Buyer Credit Guarantee is limited to the Guaranteed Receivables. To prevent uncertainty, the Buyer Credit Guarantee does not cover any other payment obligations arising under or in connection with the Credit Documents than the Guaranteed Receivables or those specified in Clause 11.1 of the General Conditions. Subject to Clause 10 of the General Conditions the Guaranteed Receivables are the following receivables under the Credit: Principal The principal amount of the Finnvera Balancing Loan, being the USD equivalent of EUR [●] [such amount not to exceed the lesser of (a) the USD equivalent of EUR 160,000,000 less 80% of the Eligible German Content Amount (if any) and (b) the USD equivalent of EUR 160,000,000 less 5% of the aggregate commitments of the Lenders under the Credit Agreement; and in each case plus 100% of the Guarantee Premium.] Interest the aggregate of the Reference Rate; the Credit Adjustment Spread; and the margin of 1.15 % p.a. If the aggregate of the Reference Rate and the Credit Adjustment Spread is less than zero, the Reference Rate will be deemed to be such a rate that the aggregate of the Reference Rate and the Credit Adjustment Spread is zero. Default interest Interest plus 2 %.p.a.
Sample 1
Guaranteed Receivables. The Selling Stockholders hereby jointly and severally agree to the unconditional and irrevocable guarantee of the collection in full, on or before the Receivables Determination Date, of the gross dollar amount of the receivables set forth in Annex 6 attached hereto (the "Guaranteed Receivables"), for the benefit of the Surviving Corporation, and further agree to secure such guarantee with the Escrowed Shares (as defined in paragraph (c) below). The obligations of the Selling Stockholders under this paragraph shall expire and be of no further effect as to any Guaranteed Receivables remaining uncollected as of the Receivables Determination Date for which a claim has not been made by IDG before 6:00 p.m. pacific time on or before such date. For purposes of determining whether any of the Guaranteed Receivables remain uncollected at the Receivables Determination Date, reductions to the Guaranteed Receivables resulting from the return of inventory or other offsets (to the extent such offsets reduce any liability of the Company) shall be considered a collection, and therefore the Surviving Corporation shall have no claim against the Selling Stockholders to the extent of such reduction or offset.
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Guaranteed Receivables. In Section 15.01(a) of the Agreement, clause (C) of the definition of "Debt" is hereby amended to delete the words "Domestic Subsidiary" each time that such words appear and to insert in lieu thereof the words "Loan Party".
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Related to Guaranteed Receivables

  • 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.

  • 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).

  • 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 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.

  • Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Payments on Receivables, Collection Accounts The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.

  • 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.

  • 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.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

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