Retained Accounts Receivable. All trade accounts receivable owed to a Seller by any other Seller or by any Affiliate of any Seller and all trade accounts receivable of the EMG Business that have been sold to Xxxx Asset Funding L.L.C. on or prior to December 31, 2002.
Retained Accounts Receivable. Schedule 9.2 attached hereto and made a part hereof sets forth the name, address, amount owed and time outstanding through and including the date of this Agreement (the "Retained Accounts Receivable Schedule") with respect to certain Accounts Receivable of the Seller that are being retained by the Seller pursuant to the terms of this Agreement (the "Retained Accounts Receivable"). Subject to the below provisions of this Section 9.2, from and after the date of this Agreement, the Buyer shall, at its own expense, collect, on behalf of the Seller, the Retained Accounts Receivable in a manner consistent with the past business practices of the Seller, including, without limitation, referring same to outside collection services and counsel, but only with the prior written consent of the Seller. In the event that the Buyer receives any checks made payable to the order of the Seller, the Buyer shall deposit such checks on behalf of the Seller to an account or accounts designated by the Seller in writing from time to time (in any case, the "Account") within one (1) day of the Buyer's receipt thereof. Any amounts received by the Buyer from any person or entity identified on the Retained Accounts Receivable Schedule shall be applied to the oldest of the Retained Accounts Receivable with regard to such person or entity, notwithstanding any amounts due from such person or entity to the Buyer or pursuant to any Transferred Accounts Receivable, and regardless of whether such payment is made to or for the account of the Buyer or the Seller. The Buyer shall not (i) settle, negotiate or otherwise compromise any of the Retained Accounts Receivable without written authorization with respect thereto from the Seller, or (ii) suggest to or influence any account debtor of the Seller or offer any incentive to any account debtor of the Seller or otherwise take any action that would or does cause any such account debtor to fail to pay an amount due the Seller, or to pay an amount due the Buyer, including, without limitation, pursuant to any Transferred Account Receivable, in lieu thereof. In the event that the Buyer receives any monies on account of the Retained Accounts Receivable, such amounts shall be held in trust for the Seller by the Buyer in a segregated bank account maintained by the Buyer for such purpose. Promptly (but in no event beyond five (5) days) following receipt of such payment, the Buyer shall deposit same in the Account, or upon the written request of the Seller,...
Retained Accounts Receivable. If the Purchaser or the Company receives any payment on account of or relating to any Retained Accounts Receivable, then such payment shall be the property of, and shall be promptly forwarded and remitted to the Sellers. The Purchaser and the Company shall promptly endorse and deliver to the Sellers any cash, checks or other documents received by the Purchaser or the Company on account of any such Retained Accounts Receivable. All payments received by the Company after the Closing Date from any Person that is a debtor under any Retained Account Receivable will be (i) applied to the specific invoice number to which such payment relates or (ii) in the absence of any such specific invoice number, deemed to be a payment on the Retained Account Receivable and will, until the same has been paid in full, not be applied by the Purchaser or the Company to any other debt or obligation of such Person, including any account receivable of the Company arising after the Closing Date. The Purchaser and the Company shall advise the Sellers (promptly following the Purchaser or the Company becoming aware thereof) of any counterclaims or set-offs that may arise subsequent to the Closing Date with respect to any Retained Accounts Receivable.
Retained Accounts Receivable. The Accounts Receivable of the Sellers for sales of the Inventory for Driver, Driver 2, and Driv3r sold into channels of distribution prior to the end of the Non-Parallel Lines Sell-Off Period (as defined in Section 5.1(e)), which shall be listed in a post-signing Section 2.1(b)(iv) of the Disclosure Schedule (the “Retained Accounts Receivable”) delivered by Sellers within ten (10) days after the Non-Parallel Lines Sell-Off Period; and for Driver: Parallel Lines Inventory sold into the channel of distribution prior to the end of the Parallel Lines Sell-Off Period (as defined in Section 5.1(f)), which shall be listed in a post-signing addition to Section 2.1(b)(iv) of the Disclosure Schedule (the “Retained Accounts Receivable”) delivered by Seller within ten (10) days after the Parallel Lines Sell-Off Period;
Retained Accounts Receivable. 8 (11) AFFILIATE ACCOUNTS............................ 8 (12) SELLING ENTITIES' EMPLOYEE BENEFIT PLANS...... 8 (13)
Retained Accounts Receivable. Underground storage tank accounts receivable, including those listed on Schedule 2.01(b)(10) of the Selling Entities' Disclosure Letter, government rate adjustment accounts receivable, accounts receivable which have been written off the books of the Selling Entities and all other accounts receivable retained by the Selling Entities, and any mortgages, deeds of trust, mechanics and materialmen liens, security interests, pledges, and any other lien or charge of any type in favor of the Selling Entities and securing the payment of such accounts receivable, all of which are listed in Schedule 2.01(b)(10) of the Selling Entities' Disclosure Letter ("RETAINED ACCOUNTS RECEIVABLE").
Retained Accounts Receivable. Underground storage tank accounts receivable, government rate adjustment accounts receivable, accounts receivable which have been written off the books of the Selling Entities and all other accounts receivable retained by the Selling Entities, and any mortgages, deeds of trust, mechanics and materialmen liens, security interests, pledges, and any other lien or charge of any type in favor of the Selling Entities and securing the payment of such accounts receivable, all of which are listed in Schedule 2.01(b)(10).
Retained Accounts Receivable. 7 2.8 Hoagxxxx Xxxment . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE III
Retained Accounts Receivable. (a) The parties agree that the Wesprint account receivable (the "Wesprint Account") set forth on the Closing Balance Sheet shall be retained by OGC and not transferred to the Buyer. The retention of the Wesprint Account shall be excluded from the value of the Accounts set forth on the Closing Balance Sheet, which will reduce the Working Capital Adjustment and thus the Initial Cash Payment and the Total Purchase Price. OGC shall have the right to take such action as it deems necessary to collect the full amount on the Wesprint Account, provided that any collection efforts made by OGC shall not adversely affect the Company's continuing relationship (if any) with Wesprint. The Buyer shall provide reasonable cooperation to OGC in connection with OGC's collection efforts on the Wesprint Account. The Buyer agrees to provide a $50,000 line of credit to Wesprint, make arrangements with Wesprint for the weekly payment by Wesprint of amounts in excess of those otherwise payable by Wesprint on invoices provided by the Company and/or World Class after the Closing Date, and immediately forward to OGC any such excess amounts which will be applied to reduce the Wesprint Account. The Buyer shall also provide weekly payment reports with respect to the Wesprint Account and prompt notification of any failure by Wesprint to make payments on the Wesprint Account or otherwise.
Retained Accounts Receivable. All accounts receivable and notes receivable set forth on Schedule 2.2(c) hereto;
