Guaranteed Receivables Sample Clauses

Guaranteed Receivables. The Selling Stockholders hereby jointly and severally agree to the irrevocable guarantee upon the terms and conditions set forth herein of the collection in full, on or before the Receivables Determination Date, of the net dollar amount of the receivables (i.e., gross receivables less the allowance for doubtful accounts) set forth in Annex 3 attached hereto (the "Guaranteed Receivables"), for the benefit of the Surviving Corporation, and further agree to secure such guarantee with the General Escrowed Merger Consideration (as defined in Section 2.09 below). The obligations of the Selling Stockholders under this paragraph shall be limited to such Selling Stockholder's Pro Rata Share of the Transaction Value, 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 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. Any guaranteed receivables for which a claim is made under this Section 2.07 shall be assigned to the Selling Stockholders who shall be allowed to pursue collection of the same on their own behalf and at their own expense. IDG and Newco shall provide such cooperation and assistance to Selling Stockholders as reasonable necessary to pursue such collections.
Sample 1
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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) LIBO Rate plus a margin of 0.85%; and if the LIBO Rate is less than zero, it shall be deemed to be zero [replacement rate to be agreed for LIBO Rate prior to delivery of the Vessel] Default interest Interest plus 2% p.a.
Sample 1
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".
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 LIBO Rate plus a margin of 1.15 % p.a. and if the LIBO Rate is less than zero, it shall be deemed to be zero. [replacement rate to be agreed prior to delivery of the Vessel] 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 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
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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 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.
Sample 1

Related to Guaranteed Receivables

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

  • 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 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 motor vehicle receivables that it services for itself or others. 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. (b) Subject to Section 4.06, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments on a Receivable in accordance with its customary servicing practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period prior to the Class C Stated Maturity Date or (ii) reduces the APR or unpaid principal balance with respect to any Receivable other than as required by applicable law, it will promptly purchase such Receivable in the manner provided in Section 4.07. (c) The Servicer may, but is not required to, make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the principal, interest or other items in accordance with the related documentation for such Receivables. (d) Subject to the provisions of Section 4.02(b), the Servicer and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. (e) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable and deposit the full Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with respect to the Financed Vehicle. (f) Records documenting collection efforts shall be maintained during the period a Receivable is delinquent in accordance with the Credit and Collection Policy. Such records shall be maintained on at least a periodic basis that is not less frequent than as set forth in the Credit and Collection Policy, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment) in accordance with the Credit and Collection Policy.

  • 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.

  • Payment and Collection Your bill will be based on monthly meter readings provided to XOOM Energy by your NGDC. If there is an error in your meter reading, XOOM Energy will adjust its bill to you upon your NGDC providing a corrected meter reading to XOOM Energy. You represent that you are financially able and willing to fulfill the terms and conditions of this Agreement and that you have not filed, are not in the process of filing or plan to begin any bankruptcy proceedings. Your first bill payment will be due to the NGDC on the date specified in the NGDC bill. If you do not pay it on time, you could be subject to interest and late charges imposed by the NGDC, and your service could be disconnected. In all events, you shall remain obligated to pay for all natural gas received by you and any interest, fees and penalties incurred by XOOM Energy. You will also be responsible for all costs, including legal fees, associated with the collection of amounts owed to XOOM Energy.

  • Payments on Receivables, Collection Accounts The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, 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 becoming aware of such 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 becoming aware of such receipt. The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to such funds. The Borrower will not, and will not permit the Servicer, 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 Borrower 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 Borrower 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.

  • Credit, Payment and Collection You will receive a single monthly bill for both your natural gas and the delivery of such natural gas from your utility distribution company. Payment is due by the date set forth on the invoice. Should you fail to pay the monthly bill or fail to meet any agreed upon payment arrangement, your service may be terminated in accordance with your local utility’s tariffs and your contract with XOOM may be automatically terminated, leading to XOOM seeking cost recovery fees as set out herein. You represent that you are financially able and willing to fulfill the terms and conditions of this Agreement and that you have not filed, are not in the process of filing or plan to begin any bankruptcy proceedings. If accepted as a customer, XOOM may report your payment experience. Bills not paid by their due date are subject to a late payment fee at the greater of the rate of 1.5%, or the maximum permitted by law, based on your total outstanding balance per month. XOOM will charge a

  • 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.

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