RECEIVABLES GUARANTEED Sample Clauses
The 'Receivables Guaranteed' clause ensures that certain accounts receivable are backed by a guarantee, typically from a third party or the seller, to assure the buyer or lender of payment. In practice, this means that if the original debtor fails to pay the receivable, the guarantor is obligated to fulfill the payment obligation. This clause is commonly used in asset purchase agreements or financing arrangements involving receivables. Its core function is to reduce the risk of non-payment and provide greater certainty and security to the party relying on the receivables as an asset or collateral.
RECEIVABLES GUARANTEED. The Shareholders of each of the Companies warrant to Buyer that the accounts receivable of such Company as of the Closing Date as set forth on the Effective Date Balance Sheet (such accounts receivable, the "Receivables") will be collected by such Company in the aggregate full face amount thereof, net of reserves therefor as shown on such Company's Effective Date Balance Sheet, no later than one hundred eighty (180) days from the date of the Closing. If a Company shall fail to collect the aggregate full face amount of its Receivables, net of such reserves set forth therefor on such Company's Effective Date Balance Sheet, by one hundred eighty (180) days from the date of the Closing, then (i) the Shareholders of such Company may acquire by assignment from such Company any funds (only when and to the extent received by such Company) with respect to such uncollected Receivables by payment to the applicable Company of an amount in cash equal to such uncollected Receivables, net of such reserves, on or before one hundred eighty (180) days from the date of Closing, or (ii) Buyer may, at its option exercisable in its sole discretion, (A) seek indemnification against the Shareholders of the applicable Company, or (B) reduce the amount of FYI Stock payable to the Shareholders of such Company pursuant to Section 1.1 hereto, or if the amount of FYI Stock earned by such Shareholders is not sufficient to compensate for such Company's uncollected Receivables, Buyer and the applicable Company may seek indemnification against the Shareholders for the amount of uncollected Receivables, net of reserves therefor as shown on the Effective Date Balance Sheet of such Company, in accordance with Article IX hereof, or effect a combination of the foregoing. Buyer and the Companies shall provide written notice to the Shareholders within twenty (20) days following the end of such one hundred eighty (180) day period as to which alternative ((i) or (ii)) set forth in the foregoing sentence they have elected with respect to such uncollected Receivables. Upon exercise of either alternative, such uncollected Receivables shall be deemed to have been collected for purposes of this Section 4.12 to the extent of the monies or FYI stock received and/or offset by Buyer. Proceeds from Receivables of a Company collected after one hundred eighty (180) days from the date of the Closing and for which such Company has received payment under this Section 4.12, shall be promptly and in any event withi...
RECEIVABLES GUARANTEED. Seller and Funk, jointly and severally, warrant to Purchaser that all accounts receivable of Seller reflected on the Closing Balance Sheet, net of any reserves for bad debt reflected on the Closing Balance Sheet and net of prompt payment discounts taken in the ordinary course of business in accordance with standard invoice terms, all as determined in accordance with CAP (the "Accounts Receivable"), will be collected by Purchaser no later than 120 days following the Closing Date (the "Receivable Writeback Date"). For greater certainty, the parties acknowledge and agree that the Accounts Receivable reflected on the Closing Balance Sheet and warranted hereunder are net of the unapplied cash and credits as of the Closing Date. For purposes of this Section 6.10, Purchaser and Seller shall use their good faith best efforts to contact the payor of any amounts received by Purchaser following the Closing Date which are not designated as to payment of a particular invoice, to determine which invoice or Account Receivable to credit with such payment. If Purchaser shall fail to collect such amount of the Accounts Receivables by the Receivable Writeback Date, then Seller shall acquire the uncollected Accounts Receivable from Purchaser in an amount equal to such excess (the "Receivable Writeback Amount") in consideration of the Escrow Agent delivering to the Purchaser in accordance with the terms of the Escrow Agreement cash equal to the Receivable Writeback Amount. Proceeds from Accounts Receivable collected after the Receivable Writeback Date and for which Purchaser has received payment under this Section 6.10 shall be promptly and in any event within five Business Days of collection delivered by Purchaser to Seller. Proceeds from any Accounts Receivable written off by Seller in the ordinary course of business consistent with CAP prior to the Closing Balance Sheet Date which are collected after the Closing Balance Sheet Date shall reduce any Receivable Writeback Amount.