Repurchase of Uncollected Accounts Receivable Sample Clauses

Repurchase of Uncollected Accounts Receivable. One hundred twenty (120) days after the Closing Date, the Buyer will sell, transfer, assign, and deliver to the Seller, without recourse or warranty, all Uncollected Accounts Receivable. Payment for the Uncollected Accounts Receivable will be made by Seller to Buyer by wire transfer of immediately available funds within ten (10) Business Days following Seller's receipt of the repurchase documents from Buyer. In determining whether a payment has been made to a particular Account Receivable or otherwise to a receivable owed to the Buyer subsequent to the Closing Date, the information on the remittance advice, payment voucher or otherwise reflected on the payment shall control. In the event of a lack of such information, then payments shall be applied to the oldest Account Receivable.
Sample 1
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Repurchase of Uncollected Accounts Receivable. The Buyer shall use its best efforts to collect in full, consistent with the past practices of the Business, all Accounts Receivable. If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 150 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, the Buyer may, from time to time, require the Sellers to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Sellers shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Final Balance Sheet, and if such an excess exists, the Sellers shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, that the Buyer may not settle or compromise any Accounts Receivable without the prior written consent of the Sellers. As a condition to any such repurchase, the Buyer shall reconvey to the Sellers the unpaid Accounts Receivable to be repurchased and shall provide the Sellers with sufficient detail regarding such Accounts Receivable. The Buyer shall represent and warrant that the Buyer has not transferred or conveyed such Accounts Receivable to any other Person and that such Accounts Receivable are free and clear of any Liens created by the Buyer (other than Liens in favor of the Buyer's senior lender). Payment for the repurchase of any Accounts Receivable shall be made within ten days following the transfer thereof to the Sellers. The Buyer shall provide to the Sellers any documents or information reasonably requested by the Sellers in connection with the Sellers' collection of any Accounts Receivable repurchased from the Buyer.
Sample 1
Repurchase of Uncollected Accounts Receivable. G. Xxxxx Xxxxxxx shall repurchase from Buyer all Accounts Receivable listed on Schedule 3.1.8 as "Accounts Receivable Not Collectible on or prior to -------------- December 31, 2000" that shall remain uncollected as of December 31, 2000 for the full face amount thereof, such amount to be paid to Buyer by wire transfer of immediately available funds within three (3) Business Days after G. Xxxxx Xxxxxxx'x receipt at any time on or after January 6, 2001 of a written notice from Buyer listing such uncollected Accounts Receivable and demanding payment of the aggregate face value thereof pursuant to this Section 5.5; provided that Buyer shall, during the period from the Closing Date through December 31, 2000, use its best commercial efforts to collect such Accounts Receivable consistent with its own collection and credit practices and that all partial payments received on any such Accounts Receivable shall be applied first against the amounts thereof that have been past due for the longest time.
Sample 1
Repurchase of Uncollected Accounts Receivable. 17 4.4 Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 4.5
Sample 1
Repurchase of Uncollected Accounts Receivable. (a) The Buyer shall cause the Company and the Subsidiaries to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Company and the Subsidiaries outstanding as of the Closing Date (the "Accounts Receivable"). If any Accounts Receivable shall not have been fully collected within 150 days following the Closing Date in an amount equal to the aggregate outstanding unpaid amounts thereof at the Closing, the Buyer shall have the option to cause the Company or the appropriate Subsidiary for a period of 30
Sample 1

Related to Repurchase of Uncollected 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).

  • 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.

  • 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.

  • Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable automobile receivables that it services for itself or others and otherwise act with respect to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance Policies and the Other Conveyed Property in such manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Trust with respect thereto, including directing the Issuer to sell the Receivables pursuant to Section 4.3(c). The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.

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

  • 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 and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. No accounts payable of the Company are over forty-five (45) days old.

  • Collection of Receivable Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receivable will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provided that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.

  • 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.

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