Accounts Receivable Sample Clauses

Accounts Receivable. (a) The Seller shall deliver to Buyer, on or promptly after the Closing Date, a statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts (without receipt of any additional consideration from the Seller) to collect the Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day thereafter (the “Collection Period”), in the same manner that Buyer uses to collect its own accounts receivable; provided, that Buyer shall be not commence any Action to effect collection or employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable without obtaining the written authorization of the Seller, and, even if the Seller provides such written authorization, Buyer shall have no obligation to commence any such Action. Buyer shall send all payments received on the Accounts Receivable to the Seller by check or, at Buyer’s election, deposit such payments by wire transfer of immediately available funds (without offset) into an account designated by the Seller (the “Seller Account”), in either case within fifteen (15) Business Days of receipt. On the twentieth (20th) day of each calendar month during the Collection Period (and, if the Collection Period ends on a day other than the last day of a calendar month, within twenty (20) days after expiration of the Collection Period), Buyer shall furnish Seller with a list (the “Aging Report”) to show the amounts received by Buyer with respect to the Accounts Receivable during the preceding calendar month (or, if the Collection Period ends on a day other than the last day of a calendar month, the month in which the Collection Period expired) and the amount remaining outstanding under each particular Account Receivable. Any payment received by Buyer during the Collection Period from a customer of the Station that was or is also a customer of the Seller and that is obligated with respect to any Accounts Receivable, shall be deposited (without offset) by Buyer in the Seller Account (each such payment, a “Specified Payment” and, collectively, the “Specified Payments”), unless the customer disputes such Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise the Seller thereof and shall return that account to the Seller. Any payment...

Accounts Receivable. 36 3.28. Inventory............................................................................................36 3.29.

Accounts Receivable. To the extent not apportioned at Closing and subject to (e) and (f) above, all accounts receivable and credit card claims as of the Cutoff Time shall remain the property of Seller, and Seller and Buyer agree that the monies received from debtors owing such accounts receivable balances after Closing, unless otherwise provided in the New Management Agreement, shall be applied as expressly provided in such remittance, or if not specified then to the Seller’s outstanding invoices to such account debtors in chronological order beginning with the oldest invoices, and thereafter, to Buyer’s account.

Accounts Receivable. (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. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Borrowing Base Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms.

Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Target Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Target Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Accounts Receivable. (a) Sellers shall promptly deliver to Buyer any payment received by, or on behalf of, Sellers with respect to the Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement. To the extent that all or any portion of an Acquired Accounts Receivable purchased by Buyer pursuant to this Agreement is not collected by Buyer (each, an “Uncollected Acquired Accounts Receivable”) within 120 days following the Closing Date (the “Repurchase Date”), after notice by Buyer to Sellers to such effect, Sellers shall promptly purchase such Uncollected Acquired Accounts Receivable from Buyer for an amount equal to the full amount of such Uncollected Acquired Accounts Receivable, and Sellers shall thereafter have the right to pursue collection of such Uncollected Acquired Accounts Receivable; provided, however, that to the extent reasonable progress has been made in collecting any such Uncollected Acquired Accounts Receivable as of the Repurchase Date, then Sellers’ repurchase obligation with respect to such Uncollected Acquired Accounts Receivable shall be extended by an additional ten days after the Repurchase Date in order to provide Sellers with the opportunity to assist Buyer in connection with its efforts to collect such Uncollected Acquired Accounts Receivable. Notwithstanding anything to the contrary set forth in this Agreement, Sellers shall not be required to repurchase any Uncollected Acquired Accounts Receivable unless and until the aggregate amount of Uncollected Acquired Accounts Receivable and any other Losses subject to indemnification by Sellers under Article V and applicable to the Deductible, is equal to the Deductible, and in such event, Sellers shall only be required to repurchase Uncollected Acquired Accounts Receivable from Buyer in excess of the amounts counted toward the Deductible. (b) Buyer shall promptly deliver to Sellers any payment received by, or on behalf of, Buyer with respect to the Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement (or any Uncollected Acquired Accounts Receivable that is purchased by Sellers pursuant to Section 4.9(a)). Sellers may collect payment on the Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement. (c) In pursuing collection of any Uncollected Acquired Accounts Receivable purchased by Sellers pursuant to Section 4.9(a) and any Excluded Accounts Receivable not purchased by Buyer pursuant to this Agreement, Sellers agree to use their commercially re...

Accounts Receivable. All of the accounts receivable of the Company that are reflected on the Company Financial Statements or the accounting records of the Company as of the Closing (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 and are not subject to any defenses, counterclaims, or rights of set off other than those arising in the ordinary course of business and for which adequate reserves have been established. The Accounts Receivable are fully collectible to the extent not reserved for on the balance sheet on which they are shown.

Accounts Receivable. (a) Transferor shall retain all right, title and interest in and to all unpaid accounts receivable with respect to the Facility that relate to all periods prior to the Closing Date. (b) Payments received by Transferor or New Operator after the Closing Date with respect to the Facility from third party payors, such as the Medicare Program, the Medicaid Program, the Veteran’s Administration, or managed care companies or health maintenance organizations, shall be handled as follows: (i) if the accompanying remittance advice indicates, or if the parties otherwise agree, that the payments relate solely to services provided prior to the Closing Date, (A) in the event that such payments are received by New Operator, New Operator shall promptly remit such payments to Transferor not later than ten (10) days after such payment is received, and until so forwarded, New Operator shall hold such payments in trust for the benefit of Transferor and (B) in the event that such payments are received by Transferor, Transferor shall retain such payments; (ii) if the accompanying remittance advice indicates, or if the parties otherwise agree, that the payments relate solely to services provided after the Closing Date, (A) in the event that such payments are received by New Operator, New Operator shall retain the payments and (B) in the event that such payments are received by Transferor, Transferor shall promptly remit such payments to New Operator not later than ten (10) days after such payment is received, and until so forwarded, Transferor shall hold such payments in trust for the benefit of New Operator; (iii) if the accompanying remittance advice indicates, or if the parties otherwise agree, that the payments relate to services provided both prior to and after the Closing Date, (A) in the event that such payments are received by New Operator, New Operator shall promptly following receipt of such payment (but in any event, not later than ten (10) days after such payment is received) forward to Transferor the amount of such payment relating to services provided prior to the Closing Date, and until so forwarded, New Operator shall hold such payments in trust for the benefit of Transferor, and (B) in the event that such payments are received by Transferor, Transferor shall promptly following receipt of such payment (but in any event, not later than ten (10) days after such payment is received) forward to New Operator the amount of such payment relating to services provided fro...

Accounts Receivable. 14 Section 3.24