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. 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. 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. 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. The Parties acknowledge and agree that Receivables that relate to any period prior to the Closing Date shall be allocated to Seller and Buyer in accordance with Section 3.01 of the Operating Agreement, other than Receivables that are royalties payable by Buyer to the Company pursuant to that certain License Agreement, dated as of May 1, 2019, by and between Buyer and the Company, which the Parties acknowledge and agree shall be allocated 100% to Seller. From and after the Closing, with respect to Receivables that relate to any period prior to the Closing Date, (a) to the extent that such Receivables are paid to and actually collected by Buyer or any of its Affiliates, Buyer shall promptly remit, or cause its Affiliates to promptly remit, Seller’s portion of such Receivables as set forth in the first sentence of this Section 2.08 to Seller by wire transfer of immediately available funds no later than fifteen (15) days following the end of each calendar month following the Closing Date, and (b) in furtherance of the foregoing, (i) Buyer shall, and shall cause the Company to, use commercially reasonable efforts to collect on such Receivables and (ii) Buyer shall not, and shall cause the Company not to, take any action that would have the effect of reducing the Receivables payable to the Company or delaying the payment of Receivables due to the Company.
Seller Receivables. On the Closing Date, Seller will provide Purchaser a schedule, which will set forth the list of the trade accounts receivable as of the Closing Date accrued on the books of Seller arising from Seller's operation of the Business and due Seller as of such date, and all other payments, refunds and such other sums as may be due Seller from third parties as of such date in connection with Seller's operation of the Business (collectively, "Seller Receivables"). Beginning on the first business day following delivery of the referenced schedule, Purchaser shall commence collection of the Seller Receivables with such assistance from Scotx Xxxxx xxx such other employees of Seller as Purchaser may request from time to time. Purchaser shall have the right to endorse the name of Seller on any checks, drafts or instruments received with respect to the Seller Receivables for deposit to the account of Purchaser in accordance with Purchaser's customary business practice.
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. 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;
