Payables and Receivables. (a) Schedule 3.08(a) lists (i) all trade payables and accrued expenses of Seller incurred in the ordinary course of business that are currently due and owing as of May 31, 2010, and (ii) any other liabilities incurred by Seller in the ordinary course of business that are currently due and owing.
(b) Schedule 3.08(b) lists all of Seller's accounts receivable related to the Business as of May 31, 2010. All such receivables are valid, genuine and, to the Knowledge of Seller, fully collectible in the aggregate amount thereof. Except as set forth in Schedule 3.08(b), no such account has been assigned or pledged to any other Person and no defense or set-off to any such account has been asserted by the account obligor or exists.
(c) All such receivables are valid, genuine and, to the Knowledge of Seller, fully collectible in the aggregate amount thereof. Except as set forth in Schedule 3.08(b), no such account has been assigned or pledged to any other Person and no defense or set-off to any such account has been asserted by the account obligor or exists.
(d) Since January 1, 2010, Seller has not invoiced any Customer for any fees (whether for maintenance, management services or otherwise) earlier than the date on which such invoices would normally be rendered in accordance with the manner in which the Business was operated prior to the date of this Agreement.
Payables and Receivables. 11.1 The Buyer shall use all reasonable endeavours to collect the Receivables referred to in Clause 2.1.10 in a manner as closely as possible approximating to the manner in which Receivables were collected by the Seller prior to the Effective Time. The Buyer shall not be required to take or threaten legal proceedings to recover such Receivables where such steps would not have been part of the normal routine of the Seller in collecting Receivables.
11.2 The Buyer shall pay the Payables referred to in Clause 3.1.1 in a manner as closely as possible approximating to the manner in which Payables were paid by the Seller prior to the Effective Time.
11.3 The Payables referred to in Clause 11.1 which are paid by no later than 70 Business Days after Completion and the Receivables referred to in Clause 11.2 which are received by no later than 70 Business Days after Completion by the Buyer shall be shown in the Statement of Working Capital. If the amount actually paid by the Buyer in respect of the Payables referred to in Clause 3.1.1 by no later than 70 Business Days after Completion is more or less than the amount of such Payables as shown in the Estimated Statement of Working Capital or if the amount actually received by the Buyer in respect of the Receivables referred to in Clause 2.1.10 by no later than 70 Business Days after Completion is more or less than the amount of such Receivables as shown in the Estimated Statement of Working Capital, the Statement of Working Capital shall be adjusted so the amount of such Payables and Receivables as shown in the Statement of Working Capital shall reflect the amounts actually paid or received by the Buyer in accordance with this Clause 11.3.
11.4 The Buyer shall be entitled to prepay any such Payables before they become due and payable if in the Buyer’s opinion to do so is necessary or desirable to protect the goodwill attaching to the CTL Business after the Effective Time.
11.5 The Seller and any of its directors, officers or employees may only deal with or contact a person who is liable to make payment of any such Receivable or who is entitled to receipt of any such Payable with the prior written consent of the Buyer and if the Seller shall receive any communication or payment in respect thereof it shall immediately pass the same to the Buyer.
Payables and Receivables. (a) All accounts payables chargeable to the nursing home prior to the month of June, 1996 shall remain the liability of Lessor. Lessee shall accumulate such payables as received and forward to Lessor for payment within 10 days of receipt of same.
(b) Uncollected receivables prior to the month of June, 1996 will be received by Lessee and immediately forwarded to Lessor.
Payables and Receivables. The Unaudited Financial Statements contain all trade payables and accrued expenses of the Company incurred in the ordinary course of business that are currently due and owing as of the Closing Date. Any other liabilities incurred by the Company in excess of EUR 1,600 that are to the knowledge of the Company currently due and owing as of the date of this Agreement and not otherwise included in the Unaudited Financial Statements, or that are liabilities that have been incurred but are not currently due and owing and are not accounted for in the Unaudited Financial Statements are set out in Schedule 4.2(e).
Payables and Receivables. The estimated interim accounts at March 31, 2010 set out in Exhibit A contain (i) all trade payables and accrued expenses of the Company incurred in the ordinary course of business that are currently due and owing, and (ii) any other liabilities incurred by the Company that are currently due and owing are set out in Exhibit A. The trade and other receivables of the Company or the Subsidiary as shown in the Financial Statements and any receivables which have arisen since the applicable Balance Sheet Date are valid and have been recovered, or are recoverable in full (subject, in the case of receivables shown in the Financial Statements, to any provision for bad and/or doubtful debts appearing therein).
Payables and Receivables. With respect to the post-closing payment of claims and accounts due and also the post-closing collection of claims and amounts receivable, the parties agree as follows.
(a) It is possible and foreseeable that customers may accidentally send payments to the wrong party. Any money collected by Seller on Purchaser’s invoices shall be remitted to Purchaser weekly (each Friday) by wire transfer to Purchaser’s designated account. In between such transfers, Seller shall pass along daily to Purchaser, by e-mail, information regarding payments Seller has received since the last transfer.
(b) Purchaser is purchasing the goodwill of SSA, including the goodwill currently existing between SSA and its customers and suppliers. In handling its relations with such persons, Seller will treat them with Seller’s ordinary level of professional courtesy.
Payables and Receivables. PSPR shall manage payables and receivables and establish systems of internal controls (and separate accounting for restricted and unrestricted gifts) in accordance with generally accepted budgeting and accounting principles and based on recommendations of PSPR’s independent auditors and the Board to provide internal controls over the funds, investment, accounts and other property of PSPR.
Payables and Receivables. TCP will transfer to the Acquirers ownership of all payables and receivables related to the TMS business as of August 1. After August 1, assuming a closing is completed, all newly booked receivables and all newly booked payables will also accrue to the Acquirers.
Payables and Receivables. (a) Schedule 3.08(a) lists (1) all trade payables and accrued expenses of the Company incurred in the ordinary course of business that are currently due and owing as of October 31, 2004, and (2) any other liabilities incurred by the Company in the ordinary course of business that are currently due and owing.
(b) Schedule 3.08(b) lists all of the Company's accounts receivable as of October 31,
Payables and Receivables. Borrower will not discount or sell with recourse, or sell for less than the greater of the face or market value thereof, any of its notes receivable or accounts receivable. Borrower will diligently attempt to collect all of its receivables, including those owing by Affiliates. Borrower will not permit any account payable to remain outstanding for more than ninety (90) days unless such account payable is being contested by Borrower in good faith.
