Assigned Receivables. 3.1 – The Client warrants the existence and amounts of the assigned receivables and that they are payable on the due date which shall not be more than 130 days from the date of the invoice. The Client undertakes to forward to NATIXIS FACTOR all the receivables relating to the same customer within a maximum of 30 days as of the date on which the invoices were issued. The receivables shall always be of a commercial or business nature and they shall correspond to firm sales, deliveries of goods or the provision of services that have actually been performed. The following, inter alia, shall be excluded: conditional sales, progress statements, prepayment invoices, provisions, services or supplies which are subject to a subcontractor’s lien or in respect of which there is a risk of set-off. Receivables from customer businesses that have financial links, shareholders or managers in common with the Client shall also be excluded.
Assigned Receivables. All accounts, notes and other receivables, including, without limitation, all overages and accounts receivable that have been classified as bad debts, and other rights to payment of money, and any evidences thereof, relating primarily to the Harvxx Xxxertainment Assets or arising primarily out of the conduct of the Harvxx Xxxertainment Business, whether or not existing on the Closing Date, other than the Retained Receivables (collectively, the "Assigned Receivables");
Assigned Receivables. The Assigned Receivables set forth on Schedule 1.1(c) (x) constitute all of the receivables of Seller for goods shipped subsequent to September 1, 2002 (except for those certain goods shipped between September 1, 2002 and September 10, 2002, that are included in Schedule 1.1(x)); (y) arose in the ordinary course of business and constitute bona fide accounts receivable and (z) except as set forth in Schedule 2.19, are not the subject of any dispute, offset or counterclaim known by Seller or Flug;
Assigned Receivables. The Chargor assigns absolutely, subject to a proviso for re-assignment on redemption, all of its rights in respect of the Assigned Receivables.
Assigned Receivables. Sellers agree to treat themselves as the owners of the Assigned Receivables for all tax purposes and to report all income and gain attributable to the ownership and collection of the Assigned Receivables on Sellers’ tax returns. From and after the Closing, with respect to any payments and amounts that are received by the Company or any of its affiliates in respect of the Assigned Receivables, the parties agree that the Company and its affiliates will be receiving and holding such payments and amounts (subject to any rights of offset pursuant to the terms of this Agreement or any other agreement or instrument contemplated by this Agreement) solely as a non-fiduciary agent of and for the exclusive benefit of Sellers. Subsequent to Closing, Buyer shall turn over to Sellers without charge to Sellers, all payments of the Assigned Receivables coming into Buyer’s or the Company’s possession; provided, however neither Buyer nor the Company shall be required to undertake any collection efforts with regard to any delinquent accounts receivable of Sellers and neither Buyer nor the Company shall not have any liability for failure to collect any Assigned Receivables. The parties shall cooperate in dealing with third parties, customers or clients to minimize the adverse impact on such parties or their continuing relationship with the Company.
Assigned Receivables. Assigned Receivables" shall have the -------------------- meaning set forth in Section 8.05 hereof. ------------
Assigned Receivables. The Assigned Receivables represent, or will represent, as applicable, amounts billed to customers for services to be provided in the Ordinary Course of the Business under the Colocation Contracts and other Assumed Contracts after the Closing. Seller has good and valid title to the Assigned Receivables, free and clear of Liens other than Personal Property Permitted Liens.
Assigned Receivables. The amount represented by the Debtors to Secured Parties from time to time as owing by each Account Debtor or by all Account Debtors in respect of the Assigned Receivables will at such time be the correct amount actually owing by such Account Debtors.
Assigned Receivables. No receivables for goods shipped or otherwise has been assigned or is a part to this transaction;
Assigned Receivables. All Assigned Receivables of the Company as of the Interim Balance Sheet Date are shown on the Interim Balance Sheet, and all such Assigned Receivables and all Assigned Receivables acquired or generated by the Company subsequent to the Interim Balance Sheet Date have arisen in the Ordinary Course of Business from the sale of the Company’s services and subject to Purchaser performing those services inherent in the customer obligations representing deferred revenue at Closing, constitute valid, undisputed claims of the Company not subject to claims of set off or other defenses or counterclaims and have been collected or are collectable in the aggregate recorded amounts thereof in accordance with their terms, net of the reserve for uncollected accounts set forth in the calculation of Closing Date Net Working Capital.
