Outstanding Receivables Sample Clauses
The Outstanding Receivables clause defines how unpaid amounts owed to a party under the agreement are identified and managed. It typically outlines the process for tracking, reporting, and collecting these receivables, and may specify timelines for payment or actions to be taken in the event of non-payment. This clause ensures that both parties are clear on their rights and obligations regarding outstanding debts, helping to prevent disputes and facilitate timely resolution of unpaid balances.
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Outstanding Receivables. Solely for purposes of preparing and finalizing the Closing Date Statement (and the computation of Actual Working Capital included therein), in the event any Receivable outstanding at Closing for which there was a reserve set forth on the Estimated Closing Date Statement was actually collected prior to the delivery of the Closing Date Statement, then the amount of such reserve shall dollar for dollar be decreased by the amount actually collected and, to the extent any Receivable (or any portion thereof) outstanding at Closing was not collected in accordance with its payment terms prior to the delivery of the Closing Date Statement, then such uncollected amount of such Receivable (each an “Outstanding Receivable”) shall dollar for dollar be included in the reserves set forth on the Closing Date Statement and in the calculation of Actual Working Capital to the extent not previously included in the reserves set forth on the Estimated Closing Date Statement. Any Outstanding Receivable collected within 60 days after delivery of the Closing Date Statement by Buyer, to the extent Buyer has received payment for such Outstanding Receivable, shall be immediately paid to Seller, net of any costs of collection. Following Closing, (i) Seller will assist Buyer in the collection of the Receivables in the manner and to the extent that Buyer shall reasonably request, all at the expense of Buyer; however, Seller shall not be required to commence any Action against any Receivables payor, and (ii) Buyer will use commercially reasonable efforts to collect the Receivables.
Outstanding Receivables. (a) If any amounts in relation to the Outstanding Receivables are overdue, the Buyer shall, to the extent reasonably requested by the Seller within 12 months of the date the relevant Outstanding Receivable is due and payable (as at the date of this Agreement) and provided there is in the opinion of the Buyer (acting reasonably) a reasonable prospect of recovery, then take all reasonable steps to enforce the rights of the relevant Group Company to recover amounts from the relevant counterparties in relation to the Outstanding Receivables. 11/66881024_3430
(b) The Buyer shall procure that the Group manages the contracts which are the subject of the Outstanding Receivables in the ordinary course of business and in a manner which is consistent with the way the Group deals with other debtors. If the Buyer or any Group Company receives any payment in respect of the Outstanding Receivables (whether by way of cash, credit, set-off or any other non-cash benefit)), the Buyer must promptly pay such amount (or the equivalent of such amount) to the Seller.
(c) In the event the Seller, pursuant to Clause 11.6(a), requests the Buyer to enforce the rights of a relevant Group Company to recover amounts from the relevant counterparties in relation to the Outstanding Receivables:
(i) the Seller shall promptly pay to the Buyer (in advance) the Buyer's estimate of likely reasonably and properly incurred fees, costs and expenses of the Buyer and any Group Company in relation to such enforcement;
(ii) the Buyer shall not be required to take any action to enforce the rights of a relevant Group Company to recover amounts from the relevant counterparties in relation to the Outstanding Receivables before such amounts are agreed and paid by the Seller;
(iii) following completion of any action taken by the Buyer to enforce the rights of a relevant Group Company to recover amounts from the relevant counterparties in relation to the Outstanding Receivables, the Buyer shall provide to the Seller a breakdown of all reasonably and properly incurred fees, costs and expenses of the Buyer or any Group Company in relation to the action, together with documentary evidence in support of all such fees, costs and expenses;
(iv) in the event that the amount paid by the Seller pursuant to Clause 11.6(c)(i) exceeds the amount of reasonably and properly incurred fees, costs and expenses of the Buyer and any Group Company notified by the Buyer to the Seller in accordance with Clause 11.6(c)(iii), the B...
Outstanding Receivables. The Parties agree that (i) Sorin and its Affiliates owe Cytomedix in the aggregate an amount equal to U.S.$613,490.30 (the "Sorin Receivable") under the Distribution Agreements, and (ii) Cytomedix owes Sorin an amount equal to U.S.$1,796,894.41 (the "Cytomedix Receivable") pursuant to the TSA. The Parties hereby agree that the Sorin Receivable shall be deemed set-off against the Cytomedix Receivable, reducing the total amount owed by Cytomedix to U.S.$ 1,183,404.11 (the "Net Cytomedix Receivable") and the Sorin Receivable is as a result deemed paid in full. The Net Cytomedix Receivable shall be payable by Cytomedix to Sorin in eight equal monthly installments of U.S.$147,925.51 paid on the 15th day of each successive month with the first payment due on June 15, 2011.
Outstanding Receivables. The Purchaser has made a deduction in the Equity Bridge in the amount of EUR 4,300,000.00 with respect to certain outstanding receivables which are listed in Exhibit 4.3 (the “Outstanding Receivables”). If and to the extent any Outstanding Receivables are actually collected in full or in parts by the Group Companies by the seventh (7th) Business Day prior to the Scheduled Closing Date (the “Pre-Closing Collected Outstanding Receivables”), the aggregate amount of such Pre-Closing Collected Outstanding Receivables shall increase the Base Purchase Price pursuant to Section 4.1(c), up to a total amount of EUR 4,300,000.00.