Accounts Receivable and Accounts Payable Sample Clauses

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. 7 (a) General.....................................................7 (b)

Accounts Receivable and Accounts Payable. A true and correct aged (30-60-90 days) list of all accounts receivable and accounts payable of the Company as of the end of the calendar month preceding the date hereof has been furnished to the Buyer. All of the accounts receivable of the Company are actual and bona fide accounts receivable representing obligations for the total dollar amount thereof showing on the books of the Company and the accounts receivable are not and the accounts receivable as of the Closing Date will not be subject to any recoupments, set-offs or counter-claims, other than set-offs from the purchase of inventory by the Company and returns, in each case in the Ordinary Course of Business. Except as otherwise reflected or reserved for in the Financial Statements such accounts receivable are collectible in the Ordinary Course of Business.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding Accounts Receivable of the Seller as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such account receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, such payments shall be applied in accordance with the customer's instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, then such payments shall be applied first to the newest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party.

Accounts Receivable and Accounts Payable. (a) SCHEDULE 2.16 sets forth an accurate list of the accounts and notes receivable of Seller and the Subsidiaries outstanding as of the Closing Date, including an accurate aging of all such accounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, and any entities or persons related to or affiliated with the Seller or the Subsidiaries are separately identified on SCHEDULE 2.16 as of such date. The accounts and notes receivable of Seller and the Subsidiaries reflected in the Financial Statements and all such accounts and notes receivable arising thereafter and on or before the Closing Date on SCHEDULE 2.16 arose from BONA FIDE transactions in the ordinary course of business. The trade and other accounts and notes receivable of Seller and the Subsidiaries which are classified as current assets on the Financial Statements and/or SCHEDULE 2.16 are BONA FIDE receivables, are stated in accordance with generally accepted accounting principles and, to the knowledge of Seller, are fully collectible after giving effect to any bad debt reserves expressly set forth in the Financial Statements. To the knowledge of Seller, no material counterclaims or offsetting claims with respect to such accounts and notes receivables are pending or threatened. (b) SCHEDULE 2.16 also sets forth an accurate list of all accounts payable of Seller and the Subsidiaries as of the Closing Date. All the accounts and notes payable reflected in the Financial Statements, and all accounts and notes payable arising thereafter and before the date hereof arose from BONA FIDE transactions in the ordinary course of business and are stated in accordance with generally accepted accounting principles.

Accounts Receivable and Accounts Payable. (a) The accounts receivable reflected on the Balance Sheet and the Most Recent Balance Sheet, the unbilled accounts receivable and the accounts receivable arising after the dates thereof (i) are recorded consistent with past practice net of adequate reserves; (ii) have arisen from bona fide transactions entered into by the Company or any of its Subsidiaries involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (iii) constitute only valid claims of the Company or any of its Subsidiaries not, to the Company’s Knowledge, subject to dispute, 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 (iv) do not reflect any cash discounts except as specifically reflected in the Most Recent Balance Sheet. (b) The accounts payable and accrued expenses reflected on each of the Balance Sheet and the Most Recent Balance Sheet and the accounts payable and accrued expenses arising after the dates thereof have arisen from bona fide transactions entered into by the Company or any of its Subsidiaries involving the purchase of goods or the receipt of services in the ordinary course of business consistent with past practice. (c) Except as set forth in Section 3.13(c) of the Disclosure Schedules, there are no loans payable to any directors, officers, employees or stockholders of the Company or any of its Subsidiaries or any of their respective Affiliates.

Accounts Receivable and Accounts Payable. Except as set forth on Section 4.20 of the Landmark Disclosure Schedule, the Accounts Receivable all have arisen from bona fide transactions with independent third parties in the ordinary course of Business and were, on the Landmark Financial Statements, subject to adequate reserves in accordance with and based upon Landmark’s past practice. All Accounts Payable of Landmark have arisen from bona fide transactions in the ordinary course of Business and are to be paid in accordance with normal trade practice.

Accounts Receivable and Accounts Payable. The accounts receivable and accounts payable of the Company as of June 18, 1998, attached hereto as EXHIBIT 5(M) are (a) bona fide; (b) in accordance with the books and records of the Company, (c) fairly, completely and accurately present the accounts receivable and accounts payable of the Company as of such date and (d) prepared in conformity with generally accepted accounting principals consistently applied as of the period covered thereby.

Accounts Receivable and Accounts Payable. All accounts payable with the exception of $60,000.00 in accounts payables against inventory being assumed by Purchaser and all accounts receivable and all costs and revenues of the business incurred or accrued prior to closing shall be the responsibility and property of Seller. All costs and revenues of the business Incurred or accrued subsequent to Closing shall be the responsibility and property of the Purchaser. Accounts payable other than the $60,000 noted herein and as set forth in Exhibit B are not being assumed by Purchaser, and accounts receivable are not being assigned by Seller.