Acquired Account definition
Examples of Acquired Account in a sentence
Except as set forth on Schedule 3.19, there is no debtor with respect to any of the Acquired Accounts Receivable that has refused or threatened to refuse to pay its obligations for any reason, no debtor with respect to any Acquired Account Receivable is insolvent or bankrupt and none of the Acquired Accounts Receivable are pledged to any Third Party by Seller.
Accounts Owner does hereby sell, transfer, assign, set over and otherwise convey to CAC, without recourse except as provided herein, and CAC does hereby purchase, on a daily basis, one hundred percent (100%) of the Acquired Account Receivables in excess of the Aggregate Retained Amount (including all collections and payments with respect to, and all proceeds of, such Acquired Account Receivables).
Seller shall, within two (2) business days following receipt thereof, forward to the Company any payments received by Seller that belongs to the Company (each such payment to be forwarded to the Company without discount or deduction even if such payment relates to an Acquired Accounts Receivable, in which event the Company shall treat such payment as a collection with respect to an Acquired Account Receivable for the purposes of Section 3.4 hereof).
In respect of each Eligible Acquired Account, the BSD Account Debtors (i) have accepted goods or services and owe and are obligated to pay the full amounts stated in the invoices according to their terms and (ii) have no right of set-off.
The Acquired Account Equipment is not owned by Seller's customers.
Any payment made to Seller with respect to any Acquired Account for which there is outstanding a Pre-Closing Receivable shall be deemed to be a payment of the Pre-Closing Receivable except to the extent indicated in writing by the account customer.
To the extent, however, that such conveyance does not constitute a sale, Accounts Owner hereby grants to CAC a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Acquired Account Receivables and the proceeds thereof.
Without limiting the Borrower's foregoing obligations, if, at any time, PFS or the Borrower receives a remittance directly from an Account Debtor or BSD Account Debtor in payment of an Account or Acquired Account, then PFS or the Borrower (as applicable) shall make entries on its books and records in a manner that shall reasonably identify such remittances and shall keep a separate account on its record books of all remittances so received and deposit the same into a Special Account.
Accounts Owner and CAC intend that the conveyance to CAC of Accounts Owner’s right, title and interest in and to such Acquired Account Receivables shall constitute a sale and not a secured borrowing, including for accounting purposes.
Except as set forth on Schedule 2.6(c) and subject to any reserves on the Latest Balance Sheet, which reserves were calculated consistent with past practice in the ordinary course of business, (i) no such Acquired Account Receivable is subject to any set-offs or counterclaims, and (ii) each Acquired Account Receivable either has been or will be collected in full, without any setoff or counterclaims, within 120 days after the Closing Date.