Seller Payables Clause Samples

Seller Payables. Sellers will settle all outstanding accounts payable and accrued liabilities and expenses for services and obligation pertaining to the Purchased Assets ("Seller Payables") up to the Closing Date, provided that any Seller Payables due to vendors who will continue to supply the Mediasite Business after the Closing Date as identified in Schedule 8.6 (the "Scheduled Vendors ") will be settled no later than 90 days after the Closing Date; any negotiated settlements with any Scheduled Vendor must not negatively impact the post-Closing business relationship the Mediasite Business and such Scheduled Vendor and any Seller Payables with any Scheduled Vendor not paid by Sellers within 90 days after the Closing Date will be increased by a 10% administration fee and the full amount will be immediately deducted from the Holdback Amount and any shortfall will be immediately paid by Sellers; provided, if such full amount exceeds the Holdback Amount, (i) Buyer shall recover the entire Holdback Amount and (ii) Sellers shall within three Business Days pay to Buyer, by wire transfer of immediately available funds, an amount in cash equal to (x) such full amount minus (y) the Holdback Amount. Notwithstanding the foregoing, Sellers will pay in full all outstanding Seller Payables as of the Closing Date to the Critical Vendors within five Business Days after the Closing Date. Buyer shall pay to Sellers the Critical Vendor Holdback Amount within five Business Days of receipt by Buyer of evidence of such payment.
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Seller Payables. All Seller payables will be retired prior to the Closing date, or paid by Seller, or immediately reimbursed by Seller to Buyer, as may come due if any remain open after the Closing date. There are no known open payables as of August 1, 2005. To be provided with Cord Consulting Company files, including any contracts which may exist with clients, vendors, and subcontractors. To be provided in electronic form as part of the Seller’s accounting system, and as part of physical vendor files maintained by Seller. To be provided in electronic form as part of the Seller’s accounting system, and as part of physical client files maintained by Seller.
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Related to Seller Payables

  • Trade Payables The term “

  • 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.

  • Prepaid Expenses To the extent Expenses have been paid prior to the Closing Date for the rental period in which the Closing occurs, Seller shall account to Buyer for such prepaid Expenses, and Seller shall be credited for the amount of such prepaid expenses applicable to the period after the Closing Date.

  • Assumed Contracts (a) Other than the Assumed Contracts, no existing contracts with Seller shall be assumed by Purchaser, without specific, individual, written consent by Purchaser. (b) Seller shall provide Purchaser a list of all existing contracts on Schedule 3.9(b). Except for the Assumed Contracts, Seller is not a party to or otherwise bound by the terms of any material contract, agreement or obligation, written or oral, affecting the Business or the Assets. Seller shall separately identify each Assumed Contract (i) pursuant to which any other party is granted “most favored party” rights of any type or scope, or containing any non-solicitation or non-competition covenants or other restrictions relating to the Business or that limits the freedom of Seller to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Transferred Intellectual Property, (ii) that is an IP Agreement, (iii) that imposes on Seller payment obligations (contingent or otherwise) in excess of $5,000 per annum, (iv) that provides for payments to Seller in excess of $5,000 per annum, (v) that constitutes a partnership or joint venture agreement, (vi) that evidences outstanding Indebtedness which constitutes an Asset and (vii) that is a Lease. (c) Assumed Contracts (if any) are valid, binding and in full force and effect and enforceable by Seller prior to Closing and by Purchaser upon and after Closing.. Neither Seller, nor, to Seller’s Knowledge, any other party, is in material breach, violation of, or default under, and to the Knowledge of Seller, no event has occurred which, with the lapse of time or the giving of notice, or both, is reasonably likely to result in a breach or violation by Seller or such other party of, or default under, any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a material default or claim of default thereunder. Seller has not received any written or, to the Knowledge of Seller, oral notice of the intention of any party to terminate, cancel, amend or not renew any Assumed Contract. Except as set forth in Section 1.7, no consents are necessary for the effective assignment to and assumption by Purchaser of any of the Assumed Contracts including but not limited to the lease on the Premises. Seller has furnished or made available to Purchaser true and complete copies of all Assumed Contracts and descriptions of all material terms of Assumed Contracts that are not in writing, including any amendments, waivers or other changes thereto.

  • Receivables and Payables Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.