Receivables Guaranteed Sample Clauses

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...
Sample 1
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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.
Sample 1

Related to Receivables Guaranteed

  • Obligations Guaranteed Subject to the provisions of this Article II, the Guarantor hereby fully, unconditionally and irrevocably guarantees (a) to each Holder of a Senior Note authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Senior Note, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Senior Note and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Senior Note, at the rate specified in such Senior Note and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.

  • Liabilities Guaranteed Each Guarantor hereby, joint and severally, irrevocably and unconditionally guarantees the prompt payment at maturity of the Obligations.

  • INDEBTEDNESS GUARANTEED The Indebtedness guaranteed by this Guaranty includes any and all of Borrower indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such Indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the Indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the Indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra xxxxx, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Xxxxxx, or any notice to Guarantor or to Borrower, and will continue in full force until all Indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Xxxxxx's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Xxxxxx of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all Indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the Indebtedness. All renewals, extensions, substitutions, and modifications of the Indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specially will not be considered to be new Indebtedness. This Guaranty shall bind Guarantor's estate as to Indebtedness created both before and after Guarantor's death or incapacity, regardless of Xxxxxx's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00), PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND XXXXXXXXX'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00).

  • Guaranteed THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

  • Guarantee The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments (without duplication of amounts theretofore paid by the Issuer), as and when due, regardless of any defense, right of set-off or counterclaim that the Issuer may have or assert. The Guarantor's obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer to pay such amounts to the Holders.

  • Additional Obligations of Guarantor It shall constitute a Default of the Lessee under this Lease if any such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a) evidence of the due execution of the guaranty called for by this Lease, including the authority of the Guarantor (and of the party signing on Guarantor's behalf) to obligate such Guarantor on said guaranty, and resolution of its board of directors authorizing the making of such guaranty, together with a certificate of incumbency showing the signatures of the persons authorized to sign on its behalf, (b) current financial statements of Guarantor as may from time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written confirmation that the guaranty is still in effect.

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

  • GUARANTEE, ETC Each of the Guaranteeing Subsidiaries hereby agrees that from and after the date hereof it shall be a Guarantor under the Indenture and be bound by the terms thereof applicable to Guarantors and shall be entitled to all of the rights and subject to all the obligations of a Guarantor thereunder.

  • Future Subsidiary Guarantees The Company will not permit any Restricted Subsidiary or Regulated Subsidiary, directly or indirectly, to Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company or any Restricted Subsidiary (other than a Foreign Subsidiary), unless (a) such Restricted Subsidiary or Regulated Subsidiary, to the extent permitted by law, simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee (a “Subsidiary Guarantee”) of payment of the Notes by such Restricted Subsidiary or Regulated Subsidiary and (b) such Restricted Subsidiary or Regulated Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary or Regulated Subsidiary as a result of any payment by such Restricted Subsidiary or Regulated Subsidiary under its Subsidiary Guarantee until the Notes have been paid in full. The obligations of any such future Subsidiary Guarantor will be limited so as not to constitute a fraudulent conveyance under applicable federal or state laws. If the Guaranteed Indebtedness is (A) pari passu in right of payment with the Notes or any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Subsidiary Guarantee or (B) subordinated in right of payment to the Notes or any Note Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes or the Notes Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted Subsidiary or Regulated Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon any:

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