Seller Receivables. With respect to Seller Receivables, Buyer shall pay Sellers at Closing an amount equal to the sum of all Seller Receivables that are outstanding 90 days or less after invoice based on one hundred percent (100%) of the invoiced amount, which Seller Receivables shall be transferred to Buyer at Closing. Buyer shall not pay Sellers for any Seller Receivables that are outstanding more than 90 days, but such Seller Receivables shall be transferred to Buyer at Closing without additional consideration; and
Seller Receivables. To compensate Seller for services rendered and medicine, drugs and supplies provided by Seller prior to the Closing Date with respect to the Straddle Patients, the following shall apply:
Seller Receivables. To compensate Seller for services rendered and medicine, drugs and supplies provided prior to the Cutoff Date with respect to the Straddle Patients, the following shall apply:
Seller Receivables. Schedule 2.8 sets forth a true and complete list of Receivables as of the date hereof. Except as set forth in Schedule 2.8, to the knowledge of Seller, all Receivables of Seller are valid and enforceable claims, constitute bona fide Receivables resulting from the sale of goods and services in the ordinary course of the Business of Seller, are not subject to any defenses, offsets, returns, allowances or credits of any kind, and are collectible, subject to reserves for bad debt, as adjusted from time to time in the ordinary course of business. Except as set forth on Schedule 2.8, none of the obligors of the Receivable have given notice that they will or may refuse to pay the full amount thereof or any portion thereof.
Seller Receivables. The Seller shall, and the Company shall have caused, all of the Company's officers, directors and/or employees to have repaid in full all debts and other obligations, if any, owed to the Company, including the Seller Note;
Seller Receivables. (a) As of October 31, 1997, certain of the accounts receivable on the Company's books represented obligations of the Sellers and their Affiliates (the "Seller Receivables"). Each Seller agrees, severally and not jointly, that all such Seller Receivables representing obligations of such Seller and its Affiliates will be paid in full in accordance with their respective terms; provided, however, that the foregoing agreement shall not (i) affect the rights of any Seller or any of its Affiliates to make any bona fide warranty or breach of contract claim or to dispute the accuracy of any invoice or (ii) apply to the CNUM Project (as defined below).
Seller Receivables. Two (2) Business Days prior to the Closing Date (or such other date as may be mutually agreed to by the parties), Seller shall deliver to Buyer a certificate setting forth Seller’s good faith estimate of the Seller Receivables by customer, which must be reasonably acceptable to Buyer.
Seller Receivables. Errors List Exhibit 1.8(a)-1 Form of Xxxx of Sale Exhibit 1.8(a)-2 Form of Assignment and Assumption Agreement Exhibit 4.8 Largest 200 Customers Exhibit 4.11 Form of Fulfillment Agreement Exhibit 4.12 Form of Call Center Lease ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made this 23rd day of March, 1996 by and among Software Spectrum, Inc., a Texas corporation ("Purchaser"), Egghead, Inc., a Washington corporation ("Seller"), and DJ&J Software Corporation, a Washington corporation and a wholly owned subsidiary of Seller ("Operating").
Seller Receivables. Subject to Purchaser's rights set forth in Section 1.7.6 and except for any portion thereof that constitutes Transferred VLAM Revenue under Section 1.1.5(b), all of Seller's right, title and interest in and to (a) the trade accounts receivable accrued in accordance with GAAP arising from Seller's operation of Division, as of the Closing Date (the "Seller Receivables"), and (b) all other accounts receivable, accrued in accordance with GAAP arising from Seller's operation of Division, as of the close of business on the Closing Date, including, without limitation, advertising and promotional expenditures reimbursable from suppliers under cooperative advertising and other promotional and market development fund arrangements, amounts due from vendors for returned inventory, vendor rebates, marketing expenses payable by vendors and other programs.
Seller Receivables. With respect to Seller Receivables (other than receivables for membership dues and other charges invoiced in advance for the month in which the Closing occurs or any subsequent period after Closing, which are to be prorated under Section 6.6(c)), the Purchase Price shall be increased by an amount determined in accordance with the following formula: (i) all Seller Receivables that are outstanding less than 31 days after invoice shall be purchased at one hundred percent (100%) of the invoiced amount, (ii) all Seller Receivables that are outstanding between 31 and 60 days after invoice shall be purchased at seventy-five percent (75%) of the invoiced amount; (iii) all Seller Receivables that are outstanding between 61 and 90 days after invoice shall be purchased at fifty percent (50%) of the invoiced amount, and (iv) all Seller Receivables that are outstanding more than ninety (90) days shall be transferred to Buyer and EAGL without additional consideration;
