Remittance of Accounts Receivable Sample Clauses

Remittance of Accounts Receivable. Buyer shall send a written notice, dated as of the Closing Date, in form and substance approved by Sellers, to each account debtor owing amounts under the Accounts Receivable of the Business, and such notice shall (i) notify such account debtor that such account debtor's Accounts Receivable have been transferred to Buyer as of the Closing Date and (ii) instruct such account debtor that any and all payments in respect of such account debtor's Accounts Receivable shall be made to such accounts as Buyer (or any assignee of Buyer's right to receive such payments) shall designate. Each Seller further agrees that to the extent such Seller or any of its Affiliates receives any payment with respect to any Accounts Receivable of the Business on or after the Closing Date, such Seller shall (w) immediately notify Buyer of such receipt, (x) cause such payment to be held in trust for sole the benefit of Buyer or its assignee, (y) refrain from commingling such payment with any funds of any Seller or any Affiliate of any Seller and (z) within three Business Days of the date of the receipt of such payment by such Seller or any Affiliate of any Seller, remit such payment to such accounts as Buyer or its assignee may designate, by wire transfer of immediately available same day funds. Each Seller also grants Buyer a power of attorney to endorse in the name of such Seller and any of its Affiliates all checks that Buyer may receive in respect of the Accounts Receivable and that name such Seller or any of its Affiliates as the payee therein.
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Remittance of Accounts Receivable. After the Closing Date, any payment received by the Seller in respect of the Accounts Receivable shall be remitted to the Buyer within five (5) Business Days of the Seller's receipt of such payment.
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Remittance of Accounts Receivable. (a) Sellers and their Affiliates agree that from and after the Closing Date, Buyer shall have the right and authority to collect for its own account all Accounts Receivable that are included in the Acquired Assets and to endorse with the name of any Seller any checks or drafts received with respect to any such Account Receivable. Sellers also agree that they shall (i) as promptly as possible after the Closing Date, transfer to Buyer each lockbox and depository account used primarily in the Business, so long as such transfer is permitted by the bank servicing such lock box or maintaining such depository account and (ii) promptly deliver or cause to be promptly delivered to Buyer any cash or other property received directly or indirectly by any Seller or any of its Affiliates with respect to any such Accounts Receivable, including any amounts collected as interest.
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Remittance of Accounts Receivable. Seller shall remit all collections of Accounts Receivable received by it after the Closing Date to Buyer within five (5) business days of receipt.
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Remittance of Accounts Receivable. Any royalties, marketing and reservation contributions, interest, commissions, fees and other payments (in cash or other property), including payments in respect of principal and interest, received by any Seller or any Affiliate of such Seller thereof that are the property of the Acquired Companies or the Business after the Closing Date in any capacity, accrued after the Closing Date, shall as of the Closing Date be for the account of Purchaser. Any such amounts received by any Seller and such Seller’s Affiliates after the Closing Date shall be received by such Seller and such Affiliates in trust for Purchaser, and such Seller will, and will cause its controlled Affiliates to, subject to the consummation of the Closing, promptly pay such amounts to an account designated by Purchaser upon receipt of such account information from Purchaser.
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Remittance of Accounts Receivable. All obligors under the Accounts Receivable shall be instructed by Seller and Buyer to make all payments due under the Accounts Receivable directly to Buyer. Any amounts received by Seller after the Initial Closing Date in respect of any of the Accounts Receivable shall be paid over by Seller to Buyer (without deduction of any nature for any purpose) within fourteen (14) days of receipt thereof by Seller together with a statement identifying the obligor and the amount of the account so paid.
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Remittance of Accounts Receivable. The Seller shall, and shall cause each Selling Party to, remit any amounts received, either by check or other form or payment, by the Seller or any other Selling Party from customers with respect to the provision of services by the Buyer post-Closing as promptly as practical, but no less than monthly. The Buyer agrees to use reasonable efforts to notify customers of a change in the accounts to which they direct payment, and the Seller shall provide, and shall cause each Selling Party to provide, all assistance as the Buyer may reasonably request to assist in that notification and transfer. Any post-Closing receivable with respect to the Acquired Assets made by check payable to the Seller or any other Selling Party and endorsed by the Seller or any other Selling Party to the Buyer shall be endorsed without recourse to the Seller or the applicable Selling Party.
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Remittance of Accounts Receivable. 56 SECTION 4.23. CHERRY HILL CORPORATE HEADQUARTERS ............................. 56
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Remittance of Accounts Receivable. O-I agrees that it shall, and shall cause its Affiliates to, promptly deliver on a daily basis to Buyer any Cash or other property received directly or indirectly by O-I or any of its Affiliates after the Closing Date with respect to the accounts receivable of the Company, any of its Subsidiaries or the Business; provided that O-I or its Affiliates may set-off against such accounts receivable any accounts payable of the Company and its Subsidiaries actually paid by O-I after the Closing Date, if any, at the time such accounts receivable are due to Buyer under this Section 5.17.
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Related to Remittance of Accounts Receivable

  • Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).

  • Collection of Accounts; Payments (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date.

  • Accounts Receivables The accounts receivable reflected on the Financial Statements and all accounts receivable arising thereafter have arisen from actual and bona-fide transactions in the Ordinary Course of Business consistent with the past practice and are valid and enforceable against the obligors of such accounts receivable, and other than cash discounts in the Ordinary Course of Business consistent with past practices or reserves for bad-debts accrued in accordance with the Accounting Principle, there have been no claims, or any threat of any such claims, of set-off, refusal of payment or other counterclaims relating to the existence thereof or all or any part of the amount thereof. The accounts receivables are collectible in full in accordance with the Ordinary Course of Business consistent with past practice.

  • 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.

  • Accounts Receivable All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company 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 Company 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.

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

  • 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.

  • Accounts Receivable and Accounts Payable 7 (a) General.....................................................7 (b)

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

  • Maintenance of Loan Account; Statements of Account (a) The Administrative Agent shall maintain an account on its books in the name of the Borrowers (each, the “Loan Account”) which will reflect (i) all Revolving Credit Loans and other advances made by the Lenders to the Borrowers or for the Borrowers’ account, (ii) all Letter of Credit Disbursements, fees and interest that have become payable as herein set forth, and (iii) any and all other monetary Obligations that have become payable.

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