Receivables Adjustment. The term "Receivables Adjustment" shall have the ---------------------- meaning set forth in Section 5.4(c).
Receivables Adjustment. (a) For purposes of this Section 5.4, the term ---------------------- "Net Receivables Value" shall mean the amount of the Accounts Receivable of the Seller, net of any and all reserve for bad debts, as reported on the Closing Date Balance Sheet and agreed by the parties in accordance with the provisions of Section 5.3(b) above.
Receivables Adjustment. (i) Receivables of the Stock Companies. ESC, LPC and DC hereby ---------------------------------- represent and warrant to the Purchasers that all of the accounts receivable of the Stock Companies, including all accounts receivable reflected on the Balance Sheets (the "Receivables"), have arisen and will arise from bona fide ----------- transactions in the ordinary course of business consistent with past practice, are and will be good and valid, and will be collectable by the Stock Companies and the Surviving Corporations at the aggregate recorded amounts thereof not later than 120 days after the Closing Date. To the extent any Receivables existing on the Closing Date remain outstanding following such 120 day period, the Purchasers shall be entitled to be paid, and the parties hereto shall give instructions to the Escrow Agent to pay, out of the Adjustments Escrow (as defined in
Receivables Adjustment. On the fifth business day following the final determination of the Accounts Receivable Schedule (as defined in Section 3.6), the Purchase Price shall be reduced by the amount, if any, by which the Amount Received (as defined in Section 3.6) is less than Seven Hundred Twelve Thousand Dollars ($712,000). Buyer shall collect the accounts receivable set forth on the Accounts Receivable Schedule in accordance with reasonable and ordinary business management principles.
Receivables Adjustment. The Sellers represent and warrant that ---------------------- all of the Receivables on the Closing Balance Sheet are good and valid and will be collectable by the Company not later than 120 days after the Closing Date. To the extent any Receivables existing on the Closing Date remain outstanding following such 120 day period, the Purchaser shall be entitled to be paid, and the Purchaser and the Sellers' Representative shall give instructions to the Escrow Agent to pay, out of the Escrow Amount an amount equal to the Receivables remaining unpaid at such time. Upon receipt of such payment in respect of the unpaid Receivables, the Company shall assign such unpaid Receivables to the Sellers' Representative for the benefit of the Sellers free and clear of any Liens and, if the Company receives any payment with respect to any such assigned Receivables, the Company shall promptly turn over to the Sellers' Representative for the benefit of the Sellers such payment in the form received, properly endorsed for transfer, if necessary. The Purchaser shall cause the Company to take all reasonable action, consistent with past practice to collect the Receivables and, unless otherwise specified in any remittance, collected Receivables will be applied against invoices on a "FIFO" basis. The Purchaser shall cause the Company to permit the Sellers and their representatives full access, during normal business hours, to the books and records of the Company relating to the Receivables.
Receivables Adjustment. (a) Within 30 days following the Determination Date, Holdco shall cause the Company to prepare and deliver to FISV a certificate, which shall be true and complete, including detailed supporting information (the “Receivables Certificate”), consisting of (i) a statement of the aggregate amount of all cash collected by the Company Group from the Closing Date to the Determination Date, net of all third-party fees and expenses in connection with such collections, in respect of accounts receivable reflected on the Closing Balance Sheet or reflected on a previous balance sheet of the Company Group and written off prior to the Closing Date with respect to the business of WorkingRx, Inc. and Third Party Solutions, Inc. (the “Determination Date Collections”) and (ii) a calculation in reasonable detail of the amount, if any, payable by FISV pursuant to Section 5.12(b) (including any adjustment pursuant to Section 5.12(c).
Receivables Adjustment. In the event that the amount of Receivables actually collected by Buyer within 90 days after the Closing Date (the "Receivables Adjustment Date") is less than (A) the sum of (i) all Receivables reflected on the balance sheet of Seller as of February 28, 1998 included in the Financial Statements net of reserves reflected thereon plus (ii) all Receivables reflected on Seller's books and records for the period beginning on March 1, 1998 and ending on the date immediately preceding the Closing Date net of reserves reflected thereon minus, (B) $50,000 minus, (C) the amount of reduction of Receivables, if any, resulting from the Working Capital Adjustment (the net amount described in clauses (A), (B) and (C) being the "Gross Receivables"), then Buyer and Seller shall settle the difference between the Gross Receivables and collected Receivables in accordance with this Section 2.3. Within 10 days after the Receivables Adjustment Date, Buyer and Seller shall in good faith mutually agree upon which outstanding Receivables are uncollectible. If Buyer and Seller cannot mutually agree upon such uncollectible Receivables, then the uncollectible Receivables shall be determined by a nationally recognized independent accounting firm acceptable to both Buyer and Seller, the costs of such accounting firm to be borne equally by Buyer and Seller. Upon the final determination of the uncollectible Receivables (whether by mutual agreement or by such independent accounting firm), Seller shall pay to Buyer within 10 days thereafter the difference between the Gross Receivables and the Receivables actually collected by Buyer as of such final determination. Concurrently, with such payment, if any, to Buyer, Buyer shall reassign to Seller all of such uncollected Receivables. Buyer will endorse (if necessary) and deliver to Seller within three (3) business days after Buyer's receipt thereof, any cash, checks or other documents received by Buyer on account of any such reassigned Receivables. Buyer shall maintain a separate receivables, cash application, and lockbox management system substantially similar to Seller's for the Receivables for at least 120 days after the Closing Date. Buyer shall collect the Receivables in the ordinary course of business and use all commercially reasonable efforts to collect the Receivables purchased herein. Buyer shall not, without the written consent of Seller (which consent will not be unreasonably withheld and will be at no cost to Buyer) compromise or s...
Receivables Adjustment. In the event that at least an aggregate of $85,000 of the accounts receivable set forth on Schedule 3.9 are not collected by July 1, 2014, then Purchaser may set off the amount by which the actual collections are less than $85,000 against the amount payable on October 1, 2014 under the Note.
Receivables Adjustment. 18 2.6 Non-Assumption of Liabilities............................................................. 20 2.7
Receivables Adjustment. (a) On the date that is three (3) business days prior to the Closing Date, Seller will deliver to Buyer a statement (the "AR STATEMENT") setting forth a good faith estimate (the "SELLER'S AR ESTIMATE") of the amount of cash accounts receivable of Company and/or the Subsidiaries arising out of the operation of the Station that will be outstanding as of the Effective Time (including any amounts that will be receivable by the Station with respect to advertising that has been aired on the Station prior to the Effective Time but for which no invoice has yet been produced, but excluding any amounts that relate to advertising that has not been aired as of the Effective Time regardless of whether an invoice has been produced, the "RECEIVABLES"). The Seller's AR Estimate shall include a detailed list, by debtor, of each account receivable included in such estimate reflecting the amount due under each such account and an aging schedule for each amount included in such estimate. The Seller's AR Estimate shall be based on the Seller's accounts receivable ledger as of the day on which it is provided to Buyer. The Seller's AR Estimate shall also indicate the Seller's calculation of the Receivables multiplied by the Net AR Percentage (the product of such multiplication, the "ESTIMATED NET RECEIVABLES").
