Intercompany Receivable Sample Clauses

Intercompany Receivable. Seller and Buyer acknowledge and agree that there is an intercompany account receivable (the “Intercompany Receivable”) that is owed to the Company by Seller, but that, immediately prior to the Closing Date, the Intercompany Receivable shall be canceled and Seller shall not be required to pay such account receivable to the Company, provided that Seller shall be responsible for any tax liability of Seller or the Company resulting from such nonpayment.
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Intercompany Receivable. After the Effective Time, Alloy shall cause to be satisfied that certain $1.8 million intercompany receivable from the CASS Recruitment Media Division of CASS to CASS (the "Intercompany Receivable"). During the Executory Period, CASS shall not, without Alloy's prior written consent, cause the amount of the Intercompany Receivable to exceed $1.8 million.
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Intercompany Receivable. In connection with the sale and purchase of the Shares contemplated by this Agreement, Seller, immediately prior to Closing, will cause Xxx-Xxxxxx to declare a dividend (the "Dividend") equal to the intercompany receivable due from Seller to Xxx-Xxxxxx in the amount of $252,900 which is reflected on Xxx-Xxxxxx'x financial records as of December 31, 1997 in order to offset such receivable. Seller shall cause Xxx-Xxxxxx to take such actions as may lawfully be taken to permit it to declare the Dividend in accordance with the General Corporation Law of Delaware ("DGCL"). If, after taking such actions, the amount of a dividend that may be declared in accordance with the DGCL is still less than the amount of the intercompany receivable (the "Deficit Amount") the Seller shall pay to Xxx-Xxxxxx an amount equal to the Deficit Amount in satisfaction of the remaining amount of the intercompany receivable.
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Intercompany Receivable. Borrower shall not incur aggregate accounts receivables due to Borrower from Advanced Polymer Systems, Inc. in excess of One Million Five Hundred Thousand Dollars ($1,500,000) through and including December 31, 1996. Beginning and including January 1, 1997, Borrower shall not incur aggregate accounts receivables due to Borrower from Advanced Polymer Systems, Inc. for the first half and the second half of the Borrower's fiscal year in excess of the lesser of (i) One Million Five Hundred Thousand Dollars ($1,500,000), plus seventy-five percent (75%) of the Borrower's EBITDA for the previous half of the Borrower's fiscal year, or (ii) One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000).
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Intercompany Receivable. Intercompany Receivable" shall mean the outstanding balance of the intercompany receivable between MHS and Seller (including all accrued interest thereon) as of the Closing Date pursuant to the Promissory Note between MHS and Seller dated December 15, 1993.
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Intercompany Receivable. The parties agree that TriStar will record an intercompany receivable as of the Closing Date in the amount of $1.7 million (the Intercompany Receivable Amount") relating to certain seasonal inventory purchased by the Company. Between the Closing Date and June 30, 1999, the Company will generate sufficient proceeds from the sale of its inventory to discharge such receivable in full and distribute cash to TriStar in an amount sufficient to discharge the receivable. If the cash received by TriStar from the inventory sales by the Company between the Closing Date and June 30, 1999 is less than the Intercompany Receivable Amount, then TriStar shall be entitled, at its option, to either deduct the amount of the deficiency from the Note or draw upon the Letter of Credit in the amount of the deficiency. In the event that the Scheduled Indebtedness at Closing is less than $4,100,000, then the Intercompany Receivable Amount shall be reduced by an amount equal to the excess of $4,100,000 over the Scheduled Indebtedness at Closing.
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Intercompany Receivable. Except as set forth on Schedule 4.16, or as otherwise expressly provided in this Agreement, the parties acknowledge and agree that all intercompany receivables due to any of the Subsidiaries from Magellan or any of its affiliates, or due to Magellan or any of its affiliates from any of the Subsidiaries, will extinguish as of the Closing, and Magellan or its affiliates and the Subsidiaries shall not be obligated to fund such receivables.
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Intercompany Receivable. Schedule 3.14 sets forth the full amount of all intercompany receivables owed by Equinox to the Borrower as of the Closing Date.
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Related to Intercompany 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.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Intercompany Debt It is understood that Debt shall not include any redeemable equity interest in the Company.

  • Collection of Accounts Receivable At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • Receivable A retail instalment sale contract or direct purchase money loan for a Financed Vehicle that is included in the Schedule of Receivables and all rights and obligations thereunder.

  • Accounts Receivable; Inventories The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

  • Intercompany Loans Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan to Bunge Funding under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to demand repayment of all outstanding principal and accrued interest under each Intercompany Loan or cause a Seller to refinance such amounts by making a new Intercompany Loan to the applicable Obligor within six (6) years from the date of such Intercompany Loan.

  • 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.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

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