Post-Closing Receivables Sample Clauses

Post-Closing Receivables. To the extent that any cash or asset to be retained by Seller is not paid or distributed to Seller or its post-Closing Affiliates prior to Closing and, after the Closing, any amount is paid to or received by Buyer, any member of the Paper Group or any of their respective Subsidiaries in respect of such cash or other asset, Buyer shall, or shall cause the Paper Group or any of their respective Subsidiaries to, pay to Seller or its designee the amount so received. If the Closing occurs, all cash collected after the Adjustment Calculation Time from notes and accounts receivable of Buyer and its Subsidiaries generated after the Adjustment Calculation Time from the conduct of the Business after the Adjustment Calculation Time by the members of the Paper Group and their respective Subsidiaries shall belong to, and if received by Seller or any of its post-Closing Affiliates shall be received for the benefit and the account of, Buyer, and Seller shall, and shall cause its post-Closing Affiliates to, promptly (but in any event within 10 Business Days) after receipt thereof, transfer and remit to Buyer all such amounts received by or paid to Seller or any such Affiliate. All cash collected from and after the Closing from notes and accounts receivable of Seller and its Affiliates relating to Seller’s Other Businesses shall belong to (and if received by Buyer or any of its Affiliates, shall be received for the benefit and the account of) Seller, and Buyer shall, and shall cause its Affiliates to, promptly (but in any event within 10 Business Days) after receipt thereof, transfer and remit to Seller all such amounts received by or paid to Buyer or any such Affiliate after the Closing.
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Post-Closing Receivables. If, at any time after the Effective Date, VASCO shall receive any payments on account of any Accounts Receivables related to the Purchased Assets, where such Accounts Receivable were earned by SSI after the Effective Date, then VASCO shall hold such funds in trust for, and shall promptly remit such funds to SSI immediately upon receipt thereof.
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Post-Closing Receivables. If at any time following the Effective Time, the Selling Parties or any of their Affiliates receive any payments related to accounts receivable related to any patient service date on or after the Effective Time, the Selling Parties shall promptly, but in no event later than ten (10) Business Days following receipt thereof, pay to Parent any such amounts received.
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Post-Closing Receivables. Buyer shall (a) transfer (or cause to be transferred) to Seller all SRECs (x) held by an Acquired Company as of the Closing that are minted as of such time and that are not included in the calculation of Current Assets on the Closing Statement and (y) issued to the Acquired Companies prior to the applicable SREC Reference Date,
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Post-Closing Receivables. From and after the Closing, if Seller or its Affiliates receives or collects any funds relating to any Purchased Asset payable in respect of the Business on account of the Buyer’s operation of the Business following the Closing Date, Seller or its Affiliates shall aggregate and hold in trust for the benefit of Buyer any such funds collected in a calendar month, and remit such funds to Buyer within five (5) Business Days after the end of such calendar month. From and after the Closing, if Buyer or its Affiliate receives or collects any funds relating to any Excluded Asset or related to any Purchased Assets on account of the Seller’s operation of the Business prior to the Closing Date, Buyer or its Affiliates shall aggregate and hold in trust for the benefit of Seller any such funds collected in a calendar month, and remit such funds to Seller within five (5) Business Days after the end of such calendar month.
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Post-Closing Receivables. (a) In the event that following the Closing, Buyer, the Company or any Company Subsidiary (other than an Excluded Entity) receives (i) any payment on a receivable of the Excluded Entities (such amounts, the “Excluded Entity Receivables”), (ii) any payments on any unbilled or billed accounts receivable, or claims, related to the ESS VI Kabul Security Surveillance System (“KSSS”) task order (Project 04040.003) (such amounts, the “KSSS Receivables”) or (iii) any payments on any unbilled or billed accounts receivable, or claims, related to the Blue Grass (BGCAPP) (Project 04040.000) (such amounts, the “Blue Grass Receivables”), Buyer shall promptly pay such amounts to Seller for further distribution to Seller Stockholders in accordance with their Pro Rata Shares; provided that, any such Excluded Entity Receivables, KSSS Receivables and Blue Grass Receivables will be paid to Seller net of (x) any Liabilities incurred by Buyer, the Company or any Company Subsidiary (other than an Excluded Entity) following the Closing relating to the Excluded Entities, the KSSS task order, or the Blue Grass contract, and (y) any costs incurred in connection with collection or settling of the Excluded Entity Receivables, the KSSS Receivables or the Blue Grass Receivables, as applicable. (b) Following the Closing, each of Buyer, the Company and the Company Subsidiaries (other than the Excluded Entities) shall use commercially reasonable efforts to pursue and collect the KSSS Receivables and the Blue Grass Receivables, which efforts shall include such reasonable actions as may be requested by Seller Stockholder Representative; provided that, notwithstanding the foregoing, Buyer will not be required to incur any Liability or cost under this clause (b) other than the Liabilities and costs that are satisfied under clauses (x) and (y) of Section 7.9(a). Buyer and the Company shall each use its commercially reasonable efforts to keep Seller Stockholder Representative reasonably informed regarding the status of the KSSS Receivables and the Blue Grass Receivables and will consult and cooperate with Seller Stockholder Representative regarding the collection thereof. None of Buyer, the Company or any Company Subsidiary (other than the Excluded Entities) shall waive any portion of, or material rights with respect to, the KSSS Receivables or the Blue Grass Receivables, unless such action is approved by Seller Stockholder Representative (such approval not to be unreasonably withheld, delayed o...
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Post-Closing Receivables. From and after the Closing Date, if HSI receives payment (including by set-off) for (i) any accounts receivable included as HSI Current Assets in the final determination of HSI Closing Working Capital as of the Closing Date or (ii) rebates receivable to the extent related to the Contributed Schein Vet Business and allocated in a manner consistent with HSI’s past practices, HSI shall, as promptly as practicable, remit such payment to BAHS.
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Related to Post-Closing Receivables

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • 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.

  • 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.

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • 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.

  • 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.

  • Post-Closing Obligations (a) Within ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; (b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans and/or Credit Card Receivables (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to the Agent; (c) The Credit Parties shall deliver, or cause to be delivered to the Agent, within sixty (60) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED to the Agent in its sole discretion), deposit account control agreements executed by the applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to deposit account control agreements in favor of the Agent; (d) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), Intellectual Property Security Agreements executed by the applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent; (e) The Credit Parties shall deliver, or cause to be delivered to the Agent, prior to purchasing any Consumer Loans (or participation interests in Consumer Loans) pursuant to any Bank Transaction Documents (or such later date as shall be acceptable to the Agent in its sole discretion), a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the Agent and its counsel; and (f) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fifth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), updated insurance certificates and updated insurance endorsements with respect to the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to Agent and evidencing the insurance policies and endorsements thereto required to be maintained in accordance with Section 8.11.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

  • Reassignment of Ineligible Receivables (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

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