Excluded AR definition

Excluded AR shall have the meaning set forth in Section 2.3(a)(iii).
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Excluded AR has the meaning set forth in Section 2.02(c).
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Excluded AR means the accounts receivable of the Company or any of its Subsidiaries as set forth on Appendix B-2 hereto.
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Examples of Excluded AR in a sentence

  • Any and all Excluded AR shall be the property of Seller and Seller may use its discretion in collecting all such Excluded AR for its benefit after the thirty (30) day period following Closing.

  • If any payments on account of Excluded A/R are received by Borrower, Borrower shall be permitted to make a payment to Parent in an amount up to the amount so received, in satisfaction of Borrower's obligations under Section 5.14 of the Combination Agreement.

  • All amounts received by Borrower on account of Excluded A/R shall not be applied against any of the Obligations and Borrower shall be permitted to make such payments to Parent notwithstanding the occurrence of an Event of Default or Potential Default and notwithstanding any covenant or agreement in any of the Loan Documents that might otherwise prevent, condition or limit such payments.

  • After funding the Carve-Out Account in an amount equal to the Deposit Cash and the Wind Down Account in an amount equal to the Wind Down Cash Amount, all remaining cash and Cash Equivalents of the Debtors shall be deposited into the Excluded A/R Account.

  • In the event Triant Holdings or any of its Subsidiaries receives payments from customers with respect to any Acquired A/R, it shall promptly remit such payments to the Buyer (net of the Excluded A/R) upon receipt thereof.

  • Seller may engage in its customary billing and collection efforts provided that Seller will not send any outstanding Excluded A/R to collection without Buyer’s consent.

  • The Parties recognize that the proceeds of certain Excluded A/R may be paid to Purchaser or an Affiliate or Subsidiary thereof, the proceeds of certain Acquired A/R may be paid to Seller or a Subsidiary thereof, certain Excluded A/P may be billed to and paid by Purchaser or a Subsidiary thereof and certain Assumed A/P and Post-Closing Crimson A/P may be billed to and paid by Seller or a Subsidiary thereof.

  • To the extent the Excluded A/R has not been collected prior to the Closing, the Buyer shall use their commercially reasonable efforts to collect the Excluded A/R and shall remit $120,000 (less commissions payable with respect to such amount, if any) of the Excluded A/R to Triant Holdings upon collection thereof.

  • Commencing on the Effective Date, the Debtors shall be required to maintain the Excluded A/R Account with a Cash Management Bank, into which the Debtors shall deposit, or have deposited, promptly upon receipt all collections from Excluded Accounts Receivables received after the Effective Date.

  • After funding of the DIP Loans on the Term DIP Loan Funding Date, all proceeds resulting from any Disposition of, or Casualty Event relating to, any property or assets constituting DIP Collateral, or any other proceeds of any other property or assets constituting DIP Collateral received by the Debtors, shall be deposited into the Excluded A/R Account until all of the DIP Obligations are Paid in Full.


More Definitions of Excluded AR

Excluded AR means all accounts receivable and other obligations owed to, or held by, the Company or any Subsidiary that directly arise from services rendered during the fourth month prior to the Closing Date and all months prior thereto, each of which is set forth on Schedule 1.10(a). A third party independent accountant located in Nashville, Tennessee, selected by the Shareholders' Representative, subject to the approval by the Parent, which approval shall not be unreasonably withheld, shall have full access to the books and records of the Company relating to the Excluded A.R. during the normal business hours of the Company to monitor the collection and the distribution of the Excluded A.R. Net Proceeds. The cost of such independent accountant shall be borne equally by the Parent and the Shareholders (each in accordance with his or her Shareholder Percentage).
Sample 1
Excluded AR means all accounts receivable and other obligations owed to, or held by, the Company or any Subsidiary that directly arise from services rendered on the 91st day prior to the Closing Date and all days prior thereto. A third party independent accountant located in Nashville, Tennessee, selected by the Shareholders' Representative, subject to the approval by the Parent, which approval shall not be unreasonably withheld, shall have full access to the books and records of the Company relating to the Excluded A.R. during the normal business hours of the Company to monitor the collection and the distribution of the Excluded A.R. Net Proceeds. The cost of such independent accountant shall be borne equally by the Parent and the Shareholders (each in accordance with his or her Shareholder Percentage)."
Sample 1
Excluded AR has the meaning set forth in ‎Section 1.8(g) of this Agreement.
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Excluded AR means up to USD$120,000 (less commissions payable with respect to such amount, if any) of amounts payable to the Seller by Hynix after invoicing for Man-On-Site services and support and maintenance services that, as of the Closing Date, will have been already rendered by the Seller in the third calendar quarter of 2008 at Hynix China’s two factories in China and in the Hynix Korea factories located in Icheon and Cheongju, Korea.
Sample 1

Related to Excluded AR

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • Excluded Amounts means:

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Excluded Account means (a) any deposit account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Loan Party’s employees and (b) any Xxxxx Cash Accounts.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Excluded Accounts means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Excluded Debt means (i) intercompany Indebtedness between or among any Credit Parties and any of their Subsidiaries, (ii) credit extensions under the Revolving Credit Facility and the Existing Target Credit Agreement (and any refinancing, renewal, refunding, extension or replacement of either or both thereof in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced funded amount thereof plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith plus (without duplication) an amount equal to any commitment unutilized thereunder plus $500,000,000), (iii) any refinancing, renewal, refunding, extension or replacement of any Indebtedness existing on the Effective Date in an aggregate principal amount not to exceed the refinanced, renewed, refunded, extended or replaced amount plus accrued and unpaid interest or premiums thereon and fees and expenses incurred in connection therewith, so long as any such Indebtedness so refinanced, renewed, refunded, extended or replaced after the Closing Date shall have a maturity prior to the Maturity Date, (iv) any Indebtedness issued or incurred in the ordinary course of business for working capital purposes in an aggregate amount not to exceed $500,000,000, (v) any commercial paper backed by the Revolving Credit Facility or the Existing Target Credit Agreement (or under any facilities refinancing, renewing, refunding, extending or replacing the Revolving Credit Facility and/or the Existing Target Credit Agreement and meeting the requirements set forth in clause (ii) above), (vi) any borrowings under this Credit Agreement or the Term Loan Facility, and (vii) other Debt not included in clauses (i) through (vi) above in an outstanding aggregate principal amount not to exceed $500,000,000.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Excluded Affiliates means, collectively, any Affiliates of any of the Lead Arrangers that are engaged as principals primarily in private equity, mezzanine financing or venture capital.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Excluded Deposits means (w) those deposit liabilities that are or would be considered “brokered deposits” for purposes of the rules and regulations of the FDIC, any of which, as of the date hereof, are listed on Exhibit 1.1(e)(i), (x) Escheat Deposits, (y) those deposit liabilities (i) related to a financial advisory relationship with Seller’s Xxxxxxx Xxxxx Wealth Management or US Trust divisions, (ii) related to a client managed relationship in Seller’s Business Banking, Middle Market, or Large Corporate divisions or any other non-retail division, (iii) linked to affinity relationships or programs set forth on Exhibit 1.1(e)(iii) (and such Exhibit 1.1(e)(iii) shall be updated by Seller as of 5:00 p.m., Eastern time, on the date that is five (5) Business Days prior to the Closing Date (and delivered to Purchaser on or before the date that is three (3) Business Days prior to the Closing Date), or (iv) that constitute security for loans that are not to be transferred to Purchaser under the terms of this Agreement, and (z) those deposit liabilities that have been opened by an employee (other than a Transferred Employee) or former employee of Bank of America Corporation.

  • Excluded Matter means any one or more of the following: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which such Person or its Subsidiaries operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, international or national political conditions, or the escalation or worsening thereof; (v) (A) any changes in applicable Laws (including in connection with the COVID-19 pandemic) or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof, or (B) new pronouncements or interpretations by the SEC or other U.S. federal regulators with respect to prior accounting rules; (vi) the announcement, pendency or completion of the transactions contemplated by this Agreement; (vii) any natural or man-made disaster, acts of God, epidemics, or pandemics, including the COVID-19 pandemic (including any action taken or refrained from being taken in response to COVID-19), or the worsening thereof; (viii) any failure by a party to meet any internal or published projections, forecasts or revenue or earnings predictions (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise an Excluded Matter may be taken into account in determining whether there has been a Material Adverse Effect); (ix) the taking of any action expressly required to be taken under this Agreement; or (x) the impact on the Company of any action taken by, or at the request of, Parent or Merger Sub or the impact on Parent and/or Merger Sub or Parent of any action taken by, or at the request of, the Company; provided, however, that the exclusions provided in the foregoing clauses (i) through (v), and clause (vii) shall not apply to the extent that Parent and Merger Sub, taken as a whole, on the one hand, or the Company Group, taken as a whole, on the other hand, is disproportionately affected by any such exclusions or any change, event or development to the extent resulting from any such exclusions relative to all other similarly situated companies that participate in the industry in which they operate.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Downtime has the meaning set forth in Section 2 below.

  • Excluded Party means any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.

  • Excluded Products means the items described on the applicable restricted products per country, any other applicable Program Policy, or any other information made available to you by LINIO.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • Excluded Expenses means an amount a claimant pays for insurance offered under a health benefit plan for a taxable year if:

  • Excluded Events has the meaning set forth in Section 6.1(d)(ii).

  • Excluded Deposit Accounts means, collectively, (i) payroll and payroll taxes accounts, workers’ compensation accounts and other employee wage and benefit payment accounts and xxxxx cash accounts, (ii) trust accounts and (iii) deposit accounts other than Collection Accounts and Collateral Deposit Accounts (as each such term is defined in the Revolving Credit Agreement), so long as the aggregate amount on deposit in all such deposit accounts does not exceed $2,500,000 in the aggregate at any time.

  • Excluded Equipment means (i) defibrillators, enhanced emergency medical kits and other medical equipment, (ii) airphones and other components or systems installed on or affixed to the Airframe that are used to provide individual telecommunications or electronic entertainment to passengers aboard the Aircraft, (iii) galley carts, beverage carts, waste containers, liquor kits, food tray carriers, ice containers, oven inserts, galley inserts, and other branded passenger convenience or service items, (iv) any items, equipment or systems leased by Company or any Permitted Lessee (other than items, equipment, or systems that are leased from Company pursuant to the applicable Lease) or owned by Company or any Permitted Lessee subject to a conditional sales agreement or a security interest (other than the security interest granted under the Indenture), and (v) cargo containers.