Net Intercompany Receivables definition

Net Intercompany Receivables means with respect to each Sold Company (i) all intercompany receivables due to such Sold Company and its Subsidiaries from the Sellers and their Affiliates (other than the Sold Companies and the Subsidiaries), less (ii) all intercompany payables of such Sold Company and its Subsidiaries to the Sellers and their Affiliates (other than the Sold Companies and the Subsidiaries).
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Net Intercompany Receivables means with respect to each member of the Dresser-Rand Group (i) all intercompany receivables due or other intercompany amounts accrued, prepaid, due or payable to such member of the Dresser-Rand Group from the Sellers and their Affiliates (other than the members of the Dresser-Rand Group), less (ii) all intercompany payables of or other intercompany amounts accrued, prepaid, due or payable by such member of the Dresser-Rand Group to the Sellers and their Affiliates (other than the members of the Dresser-Rand Group).
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Net Intercompany Receivables has the meaning set out in Section 2.7 of this Agreement.”.
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Examples of Net Intercompany Receivables in a sentence

  • All accounts receivable held by AWS where the debtor is a Retained Subsidiary to the extent that such accounts receivable do not constitute Contributed Net Intercompany Receivables, including all accrued interest owed to AWS on account of the intercompany payables owed by any Retained Subsidiary.

  • Buyers agree to pay to Sellers Thirty Two Million Three Hundred One Thousand Nine Hundred Sixty Dollars ($32,301,960.00), minus (a) the aggregate amount of all Indebtedness (if any) of the Purchased Subsidiaries or which are Assumed Liabilities as of the Closing (which shall not include any Indebtedness paid at Closing or any Indebtedness incurred by Buyers in connection with the Closing) (the “Closing Indebtedness”) plus (b) the Net Intercompany Receivables (as hereinafter defined) (the “Purchase Price”).

  • All Contributed Net Intercompany Receivables (as defined in the Merger Agreement).

  • The Seller shall deliver to Buyer on or prior to the third Business Day immediately preceding the Closing Date a statement (the "Intercompany Statement") setting forth the Seller's preliminary determination of the Net Intercompany Payables or the Net Intercompany Receivables, as the case may be.

  • After the Closing, Seller and Buyer shall each have the right, subject to the limitations in Section 3.3(a), to review the Intercompany Statement and such preliminary determination of the Net Intercompany Payables or Net Intercompany Receivables.

  • ITIPH and Exopack shall instruct the Valuation Firm to make a final determination of Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement.

  • In illustrating such procedure, Schedule 3.6 reflects estimated amounts for the Transaction Liabilities (as defined in Section 3.6(c)), an estimate of the Distribution Tax (as defined in Section 3.8) and an estimate of the Net Intercompany Receivables (as defined in Section 3.6(c)(iii)).

  • The "Closing Payment" shall be an amount equal to (i) the Adjusted Purchase Price, (ii) plus the Net Intercompany Payables as of the Closing Date, if any, and (iii) less the Net Intercompany Receivables as of the Closing Date, if any.

  • If the parties are unable to agree upon an arbitrator, the selection shall be made by the American Arbitration Association, in accordance with its rules and regulations.

  • The Purchaser shall have 15 Business Days after delivery of such notice from the FF&E Agent within which to elect to purchase the Interest in the Facilities, which election shall be made by delivery of the Purchase Notice to the FF&E Agent (with a copy to Aladdin Gaming) prior to the expiration of such 15 Business Day period.


More Definitions of Net Intercompany Receivables

Net Intercompany Receivables means, subject to the following sentence, an amount (whether positive or negative) equal to (i) the aggregate amount of all receivables of the Retained Businesses from the Businesses, including all such receivables of Sellers or any of their Subsidiaries (other than the Purchased Subsidiaries) from any of the Purchased Subsidiaries, as of the close of business on the day immediately preceding the Closing Date, all of which shall be cancelled pursuant to Section 1.09 below, minus (ii) the aggregate amount of all receivables of the Businesses from the Retained Businesses including all such receivables of any of the Purchased Subsidiaries from Sellers or any of their Subsidiaries (other than the Purchased Subsidiaries), as of the close of business on the day immediately preceding the Closing Date, all of which shall be cancelled pursuant to Section 1.09 below. Notwithstanding any provision to the contrary in this Agreement, Net Intercompany Receivables shall not include (x) that certain receivable from the Sellers to U.K. Engineered Films in the amount of approximately $4,174,000, which amount shall be paid by Sellers to U.K. Engineered Films at or prior to Closing, (y) any receivables of Sellers or any of their Subsidiaries from any of the Sellers or any of their Subsidiaries with respect to items listed on Schedule 1.02(o), or (z) any receivables of the Purchased Subsidiaries with respect to POS PRO or the digital imaging business except to the extent payments with respect to such receivables were included in the forecasts previously delivered to Exopack by Sellers.
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Net Intercompany Receivables has the meaning set forth in Section 1.06.
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Net Intercompany Receivables shall be as defined in Section 3.4(a).
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Related to Net Intercompany Receivables

  • Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are receivable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) from the Bank, the Company or its other Subsidiaries.

  • Excluded Receivables means, as of any date of determination, all accounts receivable referred to in Item 1 of Schedule 7.01.

  • Purchased Receivables means all those accounts, receivables, chattel paper, instruments, contract rights, documents, general intangibles, letters of credit, drafts, bankers acceptances, and rights to payment, and all proceeds thereof (all of the foregoing being referred to as "receivables"), arising out of the invoices and other agreements identified on or delivered with any Invoice Transmittal delivered by Seller to Buyer which Buyer elects to purchase and for which Buyer makes an Advance.

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Accounts Receivable means in respect of any Person, (a) all trade accounts and notes receivable and other rights to payment from customers and all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or otherwise disposed of or services rendered to customers, (b) all other accounts and notes receivable and all security for such accounts or notes, and (c) any claim, remedy or other right relating to any of the foregoing.

  • Accounts Receivable Subsidiary means one Unrestricted Subsidiary of the Company specifically designated as an Accounts Receivable Subsidiary for the purpose of financing the Company’s accounts receivable and provided that any such designation shall not be deemed to prohibit the Company from financing accounts receivable through any other entity, including, without limitation, any other Unrestricted Subsidiary.

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Company or its Subsidiaries) to the Bank, the Company or its other Subsidiaries.

  • Intercompany Debt has the meaning specified in Section 7.02(d).

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • Receivables means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

  • Credit Card Receivables means each “payment intangible” (as defined in the UCC) together with all income, payments and proceeds thereof, owed by a Credit Card Issuer or Credit Card Processor to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such Credit Card Issuer in connection with the sale of goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business.

  • Subsequent Receivables means the Receivables transferred to the Issuer pursuant to Section 2.2, which shall be listed on Schedule A to the related Subsequent Transfer Agreement.

  • Eligible Accounts Receivable means, at any time, the invoice value of Canadian Dollar and U.S. Dollar Accounts Receivable (net of all goods and services Taxes, harmonized sales Taxes and other sales Taxes and net of any credit balance, returns, trade discounts, unapplied cash, unbilled amount or retention or finance charges) owing to the Restricted Parties (or any of them) arising under any sales of Inventory from the operation of the business of the Restricted Parties made by the Restricted Parties to any Person in the ordinary course of business, which invoice value shall be periodically reported to the Lender in the form of Schedule “B” to be delivered (i) at the time of each Drawdown during the Covenant Holiday Period, if at the time of such Drawdown there is no principal amount outstanding under any Prime Rate Loans, Base Rate Loans, CDOR Loans, and there are no outstanding Bankers’ Acceptances or Letters of Credit (other than Letters of Credit issued under the Credit Facility that are fully secured with cash collateral provided by a Restricted Party to the Lender), and (ii) within fifteen days after the end of each calendar month during the Covenant Holiday Period, if during such month any Prime Rate Loans, Base Rate Loans, CDOR Loans, Bankers’ Acceptances or Letters of Credit (other than Letters of Credit issued under the Credit Facility that are fully secured with cash collateral provided by a Restricted Party to the Lender) are outstanding; provided that no Account Receivable shall be deemed an Eligible Account Receivable unless each of the following statements is accurate and complete (and by including such Account Receivable in any calculation of the Borrowing Base, the Borrower shall be deemed to represent and warrant to the Lender the accuracy and completeness of such statements):

  • Excluded Receivable means all indebtedness and other obligations owed to Originator or in which Originator has a security interest or other interest (including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible) arising in connection with the sale of merchandise or the rendering of services by Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto:

  • Net Receivables Pool Balance means, at any time: (a) the Outstanding Balance of Eligible Receivables then in the Receivables Pool minus (b) the Excess Concentration.

  • Amounts receivable by the Trust in a foreign currency shall be reported to the Evaluator who shall convert the same to U.S. dollars based on current exchange rates, in the same manner as provided in Section 4.01(b) or 4.01(c), as applicable, for the conversion of the valuation of foreign Equity Securities, and the Evaluator shall report such conversion with each Evaluation made pursuant to Section 4.01."

  • Eligible Receivables means Receivables arising in the ordinary course of -------------------- Borrower's business from the sale of goods or rendition of services, which Silicon, in its sole judgment, shall deem eligible for borrowing, based on such considerations as Silicon may from time to time deem appropriate. Without limiting the fact that the determination of which Receivables are eligible for borrowing is a matter of Silicon's discretion, the following (the "Minimum ------- Eligibility Requirements") are the minimum requirements for a Receivable to be ------------------------ an Eligible Receivable: (i) the Receivable must not be outstanding for more than 90 days from its invoice date, (ii) the Receivable must not represent progress xxxxxxxx, or be due under a fulfillment or requirements contract with the Account Debtor, (iii) the Receivable must not be subject to any contingencies (including Receivables arising from sales on consignment, guaranteed sale or other terms pursuant to which payment by the Account Debtor may be conditional), (iv) the Receivable must not be owing from an Account Debtor with whom the Borrower has any dispute (whether or not relating to the particular Receivable), (v) the Receivable must not be owing from an Affiliate of Borrower, (vi) the Receivable must not be owing from an Account Debtor which is subject to any insolvency or bankruptcy proceeding, or whose financial condition is not acceptable to Silicon, or which, fails or goes out of a material portion of its business, (vii) the Receivable must not be owing from the United States or any department, agency or instrumentality thereof (unless there has been compliance, to Silicon's satisfaction, with the United States Assignment of Claims Act), (viii) the Receivable must not be owing from an Account Debtor located outside the United States or Canada (unless pre-approved by Silicon in its discretion in writing, or backed by a letter of credit satisfactory to Silicon, or FCIA insured satisfactory to Silicon), (ix) the Receivable must not be owing from an Account Debtor to whom Borrower is or may be liable for goods purchased from such Account Debtor or otherwise. Receivables owing from one Account Debtor will not be deemed Eligible Receivables to the extent they exceed 25% of the total Receivables outstanding. In addition, if more than 50% of the Receivables owing from an Account Debtor are outstanding more than 90 days from their invoice date (without regard to unapplied credits) or are otherwise not eligible Receivables, then all Receivables owing from that Account Debtor will be deemed ineligible for borrowing. Silicon may, from time to time, in its discretion, revise the Minimum Eligibility Requirements, upon written notice to the Borrower.

  • Intercompany Obligations as defined in the Guarantee and Collateral Agreement.

  • Attributable Receivables Indebtedness at any time means the principal amount of Indebtedness which (i) if a Permitted Receivables Facility is structured as a secured lending agreement, would constitute the principal amount of such Indebtedness or (ii) if a Permitted Receivables Facility is structured as a purchase agreement, would be outstanding at such time under the Permitted Receivables Facility if the same were structured as a secured lending agreement rather than a purchase agreement.

  • Ineligible Receivables shall have the meaning specified in subsection 2.05(a).

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Current Receivable means each Receivable that is not a Defaulted Receivable or a Liquidated Receivable.

  • Transferred Receivables means any Receivables that have been sold, contributed or otherwise transferred to an Eligible Transferee in connection with a Permitted Supply Chain Financing that is permitted under the Credit Agreement.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Receivables Transaction Attributed Indebtedness means the amount of obligations outstanding under the legal documents entered into as part of any Qualified Receivables Transaction on any date of determination that would be characterized as principal if such Qualified Receivables Transaction were structured as a secured lending transaction rather than as a purchase.