Certain Receivables Clause Samples

Certain Receivables. Schedule 3.11 is an accurate list as of the ------------------- Closing Date of the accounts and notes receivable of the Corporations from and advances to employees, former employees, officers, directors, the Shareholders and Affiliates of the foregoing. For purposes of this Agreement, the term "Affiliate" means, with respect to any person, any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with such person, and in the case of a Corporation includes directors and officers, in the case of individuals includes the individual's spouse, father, mother, grandfather, grandmother, brothers, sisters, children and grandchildren and in the case of a trust includes the grantors, trustees and beneficiaries of the trust.

Certain Receivables. Seller’s rights with respect to all amounts due and owing to Seller from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP.

Certain Receivables. (a) All accounts and notes receivable ------------------- with respect to the Divisions which are listed or described in Section 2.2.2 of the PDM Disclosure Schedule, (b) all accounts and notes receivable in which a Related Party is a debtor; (c) all receivables relating to the Enron LNG Project and the Tampa Sea-3 Project; and (d) the Argentina value added tax receivable in the approximate amount of $1,200,000.

Certain Receivables. (a) At the Closing, Buyer will deliver to the Operator (i) written instructions, in a form reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds resulting from any adjustment paid in furtherance of the audit of Joint Operating Agreement revenues and expenses for the period prior to the Effective Date and (ii) with respect to the items set forth on Schedule 8.10, written instructions, in forms reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds resulting from any payment with respect to the items set forth on Schedule 8.10 (regardless of the amounts set forth in Schedule 8.10, the Parties recognizing that the amounts set forth in Schedule 8.10 are merely estimates). (b) Following payment of an indemnification claim pursuant to Article IX by CMS or Seller and upon request from CMS or Seller, Crestar, Buyer and the Company (i) will assign to CMS and Seller any rights it may have with respect to any and all proceeds representing refunds, credits, offsets or other items of value received from Third Parties attributable to the Indemnified Losses giving rise to such indemnification claim payment, (ii) will, to the fullest extent permissible under applicable law, assign to CMS and Seller any and all rights, claims, counterclaims or causes of action against Third Parties with respect to the matter covered by such indemnification claim, (iii) will join an action initiated by any of the other parties to the Subject Contracts against any Third Party with respect to the matter covered by such indemnification claim (provided that, (x) CMS and Seller shall be responsible for the out-of-pocket costs and expenses of Crestar, the Buyer or the Company with respect to any such action, (y) CMS shall have the right to select the legal counsel for any such action, and (z) if Crestar, Buyer or the Company desire to have additional legal counsel with respect to such action, it may do so at its sole cost and expense) and (iv) will deliver to the Operator written instructions, in a form reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds representing a refund of or offset from Third Parties attributable to the Indemnified Losses giving rise to such indemnification claim payment. In the event Crestar, Buyer or the Company is to receive the proceeds described in this Section 8.10 from a Third Party other than the Operator, upon request ...

Certain Receivables. Schedule 3.11 is an accurate list as of the Closing Date of the accounts and notes receivable of the Corporation from and advances to employees, former employees, officers, directors, the Shareholders and Affiliates of the foregoing which have not been repaid. For purposes of this Agreement, the term "AFFILIATE" means, with respect to any person, any person that directly or indirectly through one or more intermediaries controls or has an ownership interest in, or is controlled or owned in whole or in part by, or is under common control or ownership in whole or in part with such person, and in the case of the Corporation

Certain Receivables. Alliance’s existing account receivable as of the date hereof from the State of Connecticut, if collected subsequent to the Closing, will be applied first to reimburse Alliance (as a wholly owned subsidiary of Global) for any reasonable expenses (including attorneys’ fees) that it incurred post-Closing in connection with the payment or collection of any of the Connecticut Receivable, and second, shared between AEHC and Alliance with 75% to AEHC and 25% to Alliance at the time of such collection.

Certain Receivables. Pfizer agrees that it will purchase from Purchaser within 30 days after the first anniversary of the Closing any receivables from Spanish customers which were overdue by their terms on the Closing Date and not collected in full by Purchaser prior to such first anniversary. The purchase price to be paid by Pfizer will be the unpaid amount due on such receivables. Purchaser shall use all commercially reasonable efforts to collect in full all such receivables. At the Closing, Pfizer shall deliver a schedule of all such overdue receivables.

Certain Receivables. (i) From the date hereof until the Closing Date, any loans made by PIM and Venco directly or indirectly to South Africa or the Unit Trust, Australia or any of their respective subsidiaries as set forth in the Audited South Africa/Australia Financial Statements as payables owed by South Africa or Australia shall not be paid, cancelled, converted to equity or otherwise modified. (ii) From the date hereof until the Closing Date, the Transferors shall cause Heavy to refrain from making any payments on the VSE Receivable or the VIC Receivable. Prior to the Closing Date, the Transferors shall cause Heavy to transfer the VSE Receivable and VIC Receivable to a Retained Entity. (iii) If Winget receives (x) any distribution (in cash, property or otherwise) ▇▇ (▇) any other payment in cash whatsoever (howsoever arising), in any case from any entity owing any receivable to Heavy listed in Exhibit D, Items 4 or 5 (other than PIM or Larry J. Winget), Winget shall, to the extent of the amount of the re▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇y s▇▇▇ ▇▇tity to Heavy, promptly pay to Venture Holdings an amount, in cash, equal to the value of such distribution. (iv) At the option of Winget, communicated in writing to Venture Holdings and the Agent at ▇▇▇ ▇▇me prior to the Closing Date, the accounts receivable of Heavy from Venture Global Engineering and Venture Global Engineering (Supercart) listed in Exhibit D, Item 4, shall be removed from Exhibit D and shall no longer be Retained Property for purposes of this Agreement.

Certain Receivables. Receivables arising from revenue billed by Seller during the Transition Period and listed on Schedule 5.3.2 shall belong to Seller. Receivables arising from services performed from and after the Effective Date but not billed by Seller during the Transition Period shall belong to Purchaser. Each party shall retain possession of and be solely responsible for collecting all accounts receivable attributable to invoices generated by such party; provided, however, that the parties agree to reasonably cooperate with one another in the collection of the accounts receivable.