Settlement of Accounts Receivable Sample Clauses

Settlement of Accounts Receivable. Within twenty (20) days following the Closing, Seller shall provide an accounting to Buyer of the CBSS Accounts Receivable and SSB Accounts Receivable, the Customer Prepayments and the resulting calculation of the CBSS Accounts Receivable Amount and SSB Accounts Receivable Amount based on the CBSS Uncollectible Factor and the SSB Uncollectible Factor respectively, which shall be summarized in an accounts receivable settlement statement (the "Accounts Receivable Settlement Statement"). Within thirty (30) days following the Closing, Buyer shall remit to Seller an amount equal to eighty percent (80%) of the aggregate of the CBSS Accounts Receivable Amount and SSB Accounts Receivable Amount less the full amount of the Customer Prepayments. Within sixty (60) days following the Closing, Buyer shall remit an additional fifteen percent (15%) of the aggregate of the CBSS Accounts Receivable Amount and SSB Accounts Receivable Amount and within ninety (90) days will remit the final five percent (5%). In the event Seller fails to deliver the Accounts Receivable Settlement Statement within the time period set forth herein, Buyer shall be entitled to delay its payment obligations pursuant to this Section 10.14 for the number of days equal to the period of Seller's delay.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Settlement of Accounts Receivable. The FNA Group on the one hand and Falconbridge and its other Affiliates on the other hand will settle all intercompany accounts receivable and intercompany indebtedness. [Drafts of each of the following Agreements referred to in Section 4.1 are attached as follows: Part 1 — Matte Supply Agreement Part 2 — Transitional Services Agreement Part 3 — Release and Termination Agreement Part 4 — [deleted text] Part 5 — Hedging Arrangements] Part 1 [deleted text]
Sample 1
Settlement of Accounts Receivable. Without limiting Section 6.15 and Section 6.16, Borrower shall obtain the prior written consent of Bank before entering into any Discounted Account Settlement Agreement, except for Permitted Factoring. Borrower hereby acknowledges and agrees Bank may in its sole discretion contact any Account Debtor in connection with any proposed Discounted Accounts Settlement Agreement and that Bank may direct such Account Debtor to directly pay the proceeds owing by such Account Debtor under such Discounted Account Settlement Agreement to Bank, to be applied to the Obligations in a manner to be determined by Bank in its sole discretion.
Sample 1
Settlement of Accounts Receivable. (i) The Company shall deliver to the Buyer a detailed statement of its Accounts Receivable on and as of the date which is five (5) days prior to the Closing Date and an updated statement of Accounts Receivable on and as of the Closing Date. The Buyer shall use commercially reasonable efforts to collect the Accounts Receivable after the Closing. In the event that the Buyer is unable to collect any Accounts Receivable by the date that is 120 days following the Closing Date (the "Settlement Date"), the Buyer shall provide to the Company an Accounts Receivable Report (as defined in paragraph (ii) below), and if the Buyer has collected Accounts Receivable representing an amount less than the difference between (x) the total monetary amount of Accounts Receivable as of the Opening of Business on the Closing Date and (y) $100,000 (such difference, the "Accounts Receivable Value") by the Settlement Date (a "Deficiency"), the Purchase Price shall be reduced by an amount equal to the difference between (a) the Accounts Receivable Value and (b) the amount of Accounts Receivable actually collected by the Buyer. The Company shall pay to the Buyer within 30 days of the Settlement Date an amount equal to the Deficiency (a "Deficiency Payment"), and the Buyer shall simultaneously assign and transfer all the then uncollected Accounts Receivable (including those included within the allowance for doubtful accounts) to the Company. In the event that the Buyer collects any monies for such Accounts Receivable after the Accounts Receivable have been assigned and transferred to the Company, the Buyer shall promptly pay such amounts to the Company. The Buyer shall credit all payments received by the Buyer after the Closing Date from any account debtor in respect of any receivable owed by such account debtor to the Accounts Receivable with the oldest invoices.
Sample 1
Settlement of Accounts Receivable. At the end of the --------------------------------- Collection Period, Buyer will deliver to the Shareholders a final statement setting forth all amounts collected by the Company during the Collection Period (the "Collected Accounts") with respect to the accounts receivable (with the date of delivery of such final statement referred to herein as the "Settlement Date"), and listing all accounts receivable (or portion thereof) remaining unpaid (the "Unpaid Accounts") and shall transfer, all or a portion of the Unpaid Accounts (the "Transferred Accounts") to the Shareholders. Any credit insurance recoveries or other payments, net of collection expenses, recovered by the Company with respect to the Transferred Accounts will be remitted to the Shareholders. The amount of the Transferred Accounts, net of applicable reserves, shall be deducted from the Purchase Price pursuant to Section 1.04 hereof.
Sample 1

Related to Settlement of 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).

  • Settlement of Accounts (a) On or before each Determination Date, the Servicer shall deliver, (i) to the Owner Trustee, the Settlor, the Lender, the Administrative Agent and the Collateral Agent, a monthly report with respect to the Lending Facility Pool (the “Monthly Lending Facility Pool Report”) and (ii) except as otherwise provided in the related Servicing Supplement, to the each related Secured Party, a monthly report with respect to each Designated Pool (each, a “Monthly Exchange Note Report”), in each case, documenting, as applicable, (A) all advances to be made to, and distributions (including Servicer reimbursements) to be made from, the related Collection Account or (B) the manner in which the Servicer will apply all collections on the related Pool received by the Servicer on or prior to the next Payment Date.

  • Accounts Receivable All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • 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; 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.

  • 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.

  • Payment of Accounts (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the Royal Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to Laurus. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property.

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

  • Statement of Accounts The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

  • Daily Statement of Accounts Custodian will, within a reasonable time, render to Fund as of the close of business on each day, a detailed statement of the amounts received or paid and of securities received or delivered for the account of Fund during said day. Custodian will, from time to time, upon request by Fund, render a detailed statement of the securities and monies held for Fund under this Agreement, and Custodian will maintain such books and records as are necessary to enable it to do so and will permit such persons as are authorized by Fund including Fund's independent public accountants, access to such records or confirmation of the contents of such records; and if demanded, will permit federal and state regulatory agencies to examine the securities, books and records. Upon the written instructions of Fund or as demanded by federal or state regulatory agencies, Custodian will instruct any subcustodian to give such persons as are authorized by Fund including Fund's independent public accountants, access to such records or confirmation of the contents of such records; and if demanded, to permit federal and state regulatory agencies to examine the books, records and securities held by subcustodian which relate to Fund. Fund will be entitled to receive reports produced by the Custodian's portfolio accounting system, including without limitation, those listed on Exhibit C hereof.

Time is Money Join Law Insider Premium to draft better contracts faster.