PRE-CLOSING ACCOUNTS RECEIVABLE Sample Clauses

PRE-CLOSING ACCOUNTS RECEIVABLE. GW and Monarch agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of GW on or prior to 11:59 p.m. (E.S.T.) on the Closing Date shall inure to the benefit of GW.
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PRE-CLOSING ACCOUNTS RECEIVABLE. KING and NOVAVAX agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of KING on or prior to 11:59 p.m. (E.S.T.) on the Closing Date shall inure to the benefit of KING.
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PRE-CLOSING ACCOUNTS RECEIVABLE. Buyer is purchasing Company’s accounts receivable only to the extent of the first $25,000 collected on such accounts receivable after the Effective Date. Company’s accounts receivable as of the Effective Date are identified on Schedule 7.18 and are hereinafter referred to as the “Pre-Closing Receivable”). Buyer shall collect the Pre-Closing Receivables and retain the first $25,000 of collections on the Pre-Closing Receivable received after the Effective Date (hereinafter “the First $25,000 Collected”). Unless the Company exercises the option (described herein) to assume collection of the Pre-Closing Receivables, the Buyer shall continue to collect the Pre-Closing Receivables in excess of the First $25,000 Collected and shall deliver to Company all collections on the Pre-Closing Receivables in excess of the First $25,000 Collected. At any time after the Buyer has received the First $25,000 Collected, Company may, at Company’s option, begin collecting the balance of the Pre-Closing Receivables. In any event, after Buyer receives the First $25,000 in Collections, Buyer shall deliver to Company all amounts received by Buyer on the Pre-Closing Receivables. Agreed to and executed as of the Effective Date above. THE BUYER: HEARINGLIFE USA, INC. By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, Vice-President THE COMPANY: HEARING ASSOCIATES OF PENSACOLA, P.A. By: /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx, PhD, CCCA, President /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx, PhD, CCCA EXHIBIT A TO THE ASSET PURCHASE AGREEMENT Xxxx of Sale and Assignment See Attached EXHIBIT B TO THE ASSET PURCHASE AGREEMENT Employment Agreement See Attached EXHIBIT C TO THE ASSET PURCHASE AGREEMENT Promissory Note See Attached EXHIBIT D TO THE ASSET PURCHASE AGREEMENT Security Agreement See Attached EXHIBIT E TO THE ASSET PURCHASE AGREEMENT Guaranty See Attached
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PRE-CLOSING ACCOUNTS RECEIVABLE. The parties agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of NOVAVAX on or prior to 12:01 a.m. (E.S.T.) on the Closing Date shall inure to the benefit of NOVAVAX.
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PRE-CLOSING ACCOUNTS RECEIVABLE. For ninety (90) days after the Closing (“Collection Period”), the Company will have the exclusive right to collect and attempt to collect the Pre-Closing Accounts Receivable, and Buyer shall cause the Company to use commercially reasonable efforts, consistent with industry standard practice, to collect the Company’s Accounts Receivable existing as of the Closing Date. Any amount collected will be paid to Seller on a monthly basis within 10 calendar days following the end of each month during the Collection Period. Following expiration of the Collection Period, Seller may elect to assume and thereafter collect any or all of the Pre-Closing Accounts Receivable that remains uncollected after the Collection Period (“Uncollected Receivable”) by delivering written notice to Buyer within thirty (30) days after the end of the Collection Period; except that within five (5) Business Days after receiving notice of Seller’s election, Buyer may elect for the Company to retain the subject Uncollected Receivable by delivering written notice of its election to Seller and paying Seller ninety percent (90%) of the face value of the Uncollected Receivable that Seller desired to assume (“Purchased Receivable”). Any amount collected by the Company after the Collection Period concerning any Uncollected Receivable that Seller does not elect to assume and that is not a Purchased Receivable will be paid to Seller on a monthly basis within 10 calendar days following the end of each month thereafter.
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PRE-CLOSING ACCOUNTS RECEIVABLE. Seller agrees that, without the prior written consent of Buyer, it will not transfer to a third party or engage a collection agent to collect any accounts receivable arising from transactions relating to the Business that have occurred prior to the date hereof or that occur prior to the Closing.
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PRE-CLOSING ACCOUNTS RECEIVABLE. In the event, on or after the Closing Date, Buyer receives any payment of any account receivable that is an Excluded Asset, such payment will be the property of, and will be immediately forwarded and remitted to, Seller. Buyer will promptly endorse and deliver to Seller any cash, checks or other documents received by it on account of any such accounts receivable. Buyer will advise Seller (promptly following Buyer becoming aware thereof) of any counterclaims or set offs that may arise subsequent to the Closing Date with respect to any account receivable that is an Excluded Asset.
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PRE-CLOSING ACCOUNTS RECEIVABLE. For the avoidance of doubt, following the Closing Date, Sellers shall have the right to collect any Pre-Closing Accounts Receivable then outstanding, if any, in the ordinary and usual course of normal day-to-day operations of the Sellers’ businesses consistent with past custom and practice. Notwithstanding the foregoing, Buyer and its Affiliates shall not be obligated to institute any dispute or litigation with respect to Pre-Closing Accounts Receivable.
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Related to PRE-CLOSING ACCOUNTS 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.

  • 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.

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