Outside Customer definition
Examples of Outside Customer in a sentence
All accounts receivable, work-in-progress, promissory notes, and other amounts owed to Seller in connection with the Business up to and including the Closing Date, other than the Outside Customer Receivables (“Huttig Receivables”).
The amount of any Uncollected Outside Customer Receivables shall be deducted from the Holdback Amount.
For purposes of this Section 6.5, the term “collected” as it relates to the Outside Customer Receivables shall mean the amount of cash or other immediately available funds actually received by Buyer (after giving effect only to the Customer Rebate Obligations, but to no other credits, discounts, allowances or offsets offered to, or due or claimed to be due by, customers of the Business).
Following the Closing, Buyer will use its commercially reasonable efforts to collect any Outside Customer Receivables relating to the Business and resulting from goods and services sold prior to the Closing Date.
At Closing, Buyer shall withhold from the Purchase Price the Holdback Amount for purposes of collateralizing (i) the costs of any Warranty and Other Product Claims which are not reimbursed to Buyer, as provided in Section 6.4, (ii) any Outside Customer Receivables that are not collected within ninety (90) days of the Closing Date, as provided in Section 6.5, or (iii) or any indemnifiable Damages which may be payable to Buyer pursuant to Article 14.
A list of the Outside Customer Receivables as of June 30, 2004, is set forth on Schedule 2.1.10 hereto.
This Agreement shall be construed in accordance with the laws of the state of Ontario.
Customer hereby acknowledges that the partial application of Patches or the application of Patches in an order other than that in which such Patches are provided by the Company may have results that require the Company to provide additional Customer Support, which additional support may be considered Outside Customer Support (as such term is defined in Section 9 below).
The Outside Customer Receivables Schedule shall be updated by Seller to the Closing Date (to the extent reasonably practicable) and shall be delivered by Seller to Buyer at Closing.
Seller shall repurchase from Buyer any Outside Customer Receivables which are not collected, after commercially reasonable efforts by Buyer to collect such amounts, as of the Holdback Disbursement Date (the “Uncollected Outside Customer Receivables”).