Treatment of Accounts Receivable Sample Clauses

Treatment of Accounts Receivable. VERO II will (i) treat transfers to Company of Accounts Receivable hereunder as a sale for all purposes, including tax and accounting (and shall accurately reflect such sale in its financial statements), and will advise all persons who inquire about the ownership of such Accounts Receivable that they have been sold to Company; (ii) not treat any such Accounts Receivable as an asset on VERO II's books and records; (iii) record in VERO II's books, records and computer files pertaining thereto that such Accounts Receivable have been sold to Company; (iv) pay all taxes, if any, relating to the transfer of such Accounts Receivable after the same have been purchased by Company; (v) not impede or interfere with Company's collection of such Accounts Receivable; (vii) not amend, waive or otherwise permit or agree to any deviation from the terms or conditions of such Accounts Receivable; (viii) use all reasonable efforts to obtain all consents from patients which are required by law in order for Company, or any servicing entity retained by Company, to secure information needed to obtain or to expedite payment from the respective Account Debtors; and (ix) have billed such Accounts Receivable on the same bases and using the same policies and practices that it has used in the past unless Company has been advised in writing of a change prior to the purchase of such Accounts Receivable. Company or its designated representatives from time to time may verify the Accounts Receivable, inspect, check, take copies or extracts from VERO II's books, records and files, and VERO II will make the same available to Company or such representatives at any reasonable time for such purposes.
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Treatment of Accounts Receivable. All accounts receivable of Seller arising prior to the Closing shall remain the property of Seller, and Seller shall have the right to pursue collection of such receivables through reasonable methods after the Closing Date. Seller shall be entitled to retain (and if received by Buyer, Buyer shall remit to Seller within five (5) business days after receipt) all payments made on receivables after Closing until such time as the pre-Closing receivables have been paid in full. Buyer shall be entitled to retain (and if received by Seller, Seller shall remit to Buyer within five (5) business days after receipt) all payments made on receivables of Buyer. At or immediately after Closing, Seller shall provide Buyer a true and accurate schedule of accounts receivable related to the Business as of the Closing Date.
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Treatment of Accounts Receivable. ..46 Section 14.8.
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Treatment of Accounts Receivable. (a) From and after the CLOSING DATE, PURCHASER shall use commercially reasonable efforts to collect in full amount each of the accounts receivable referred to in Article 7.9 (a), provided, however, that
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Treatment of Accounts Receivable. (a) All Accounts Receivable currently outstanding as of the Closing Date that are subject to the lien under the FastPay Agreement and lien under the Horizon Agreement are “Factored Accounts Receivable”; provided that, for the avoidance of doubt, no Accounts Receivable currently outstanding as of the Closing Date owing to a foreign Subsidiary or foreign Affiliate of Assignor from any account debtor/customer located outside of the United States is subject to the lien under the FastPay Agreement or the lien under the Horizon Agreement and do not constitute a Factored Account Receivable. Collections of Factored Accounts Receivable that are invoiced after the Closing Date and that include accruals for periods prior to the Closing Date shall be prorated, with the prorated amount for the accrual prior to the Closing Date constituting a collection of Factored Accounts Receivable (except for Factored Accounts Receivable due from Publicis in respect of services performed by Zeta pursuant to the Consent Agreement dated as of October 31, 2019 as to which the proration date shall be November 1, 2019 instead of the Closing Date). At Closing, FastPay and Horizon shall retain its lien on such Factored Accounts Receivable (but no other Accounts Receivable of Assignor) until the FastPay Payoff Date and maintain dominion over such Factored Accounts Receivable in accordance with this Section 3.2. Horizon shall retain its lien on the Factored Accounts Receivable (but no other Accounts Receivable of Assignor) until Horizon has received $5,000,000 from collection of the Factored Accounts Receivable as provided in Section 3.2(b)(ii). Notwithstanding the foregoing and for avoidance of doubt, FastPay and Horizon shall retain their liens on Excluded Assets.
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Related to Treatment of Accounts Receivable

  • Collection of Accounts Receivable At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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 Acquired Companies 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 Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • 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.

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

  • Notes and Accounts Receivable All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

  • 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.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account.

  • Collection of Accounts; Payments (a) Subject to the following sentence, each Loan Party shall make collection of all of its Accounts and other Collateral for the Agent. Within ninety (90) days after the Closing Date, each Loan Party shall have established a Payment Account and a related lock-box service for collections of its Accounts at the Bank or another Clearing Bank acceptable to the Agent and, in each case, subject to a Blocked Account Agreement and other documentation acceptable to the Agent and shall have instructed each Account Debtor to make all payments directly to such Payment Account or to the address established for such lock-box service and shall provide evidence to the Agent, satisfactory to the Agent, that such instructions have been given. If, notwithstanding such instructions, a Loan Party receives any proceeds of Accounts or if a Loan Party receives any payments on account of any other Collateral or any other payments of any source, it shall immediately (and not less often then daily) deliver such payments to the Agent in their original form or deposit such payments into the applicable Payment Account or to another deposit account from which funds are transferred daily into a Payment Account. Until the occurrence of a Combined Availability Threshold Event or an Event of Default, the Loan Parties shall have sole dominion and control of the transfer of funds from the Payment Account and such lock-box. All collections and other payments received in any such lock-box or Payment Account or directly by a Loan Party or the Agent and all funds in any Payment Account or other deposit account to which such collections or payments are deposited shall, upon the occurrence of a Combined Availability Threshold Event or an Event of Default, be subject to the Agent's sole dominion and control and withdrawals by the applicable Loan Party shall not be permitted until a Cash Control Termination Event occurs. The Agent or the Agent's designee may, at any time after the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, notify Account Debtors of a Loan Party that the Accounts of such Loan Party have been assigned to the Agent and of the Agent's security interest therein, and may collect them directly and charge the collection costs and expenses to the Borrower's Loan Account as a Revolving Loan. Upon the occurrence of a Combined Availability Threshold Event or an Event of Default and until a Cash Control Termination Event occurs, each Loan Party, at the Agent's request, shall execute and deliver to the Agent such documents as the Agent shall require to grant the Agent access to any post office lock-box in which collections of Accounts of such Loan Party are received, and if any payments are received by any Loan Party, such Loan Party shall receive all payments as the Agent's trustee, and shall immediately deliver all payments in their original form duly endorsed in blank into a Payment Account established for the account of such Loan Party, subject to a Blocked Account Agreement. To the extent that the Agent has dominion and control of any Payment Accounts under the DIP Loan Agreement on the Closing Date, the Agent shall release such control and dominion as long as Combined Availability Threshold Event or an Event of Default does not exist as of the Closing Date.

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