Delinquent Accounts Receivable Sample Clauses

Delinquent Accounts Receivable. The Purchase Price shall be adjusted downward in an amount equal to any delinquent Accounts Receivable in excess of the reserve therefor set forth on the 6/30/96 Working Capital Balance Sheet (as defined below) and calculated in a manner consistent with past practices of the Seller (the "Accounts Receivable Adjustment"); provided that the aggregate amount of all adjustments shall be paid solely out of and capped at an amount equal to the balance of the then Escrow Fund held pursuant to the Escrow Agreement. Accounts Receivable shall be considered to be delinquent if they are outstanding at June 30, 1996 and are not collected - within the twelve (12) month period following the close of business on June 30, 1996.
Sample 1
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Delinquent Accounts Receivable. The Purchase Price shall be adjusted on a dollar-for-dollar basis to the extent Buyer is unable to collect the accounts receivable set forth on the Closing Working Capital Statement (the “Transferred Accounts Receivable”) within 180 days after the Closing Date. Promptly following 180 days from the Closing Date, Buyer shall calculate and deliver to Sellers a notice setting forth the aggregate amount of uncollected Transferred Accounts Receivable (“Uncollected Receivables”). In calculating the Uncollected Receivables, the following protocol shall apply: (a) payments referencing an invoice shall be credited against such invoice; (b) payments that do not reference an invoice, but that are in the exact amount of an invoice (or the undisputed portion of an invoice) shall be credited to such invoice; and (c) all other payments shall be credited to the oldest undisputed invoice. Within thirty (30) days of Sellers’ receipt of Buyer’s calculation of the amount of Uncollected Receivables, Sellers agree to pay to Buyer the full amount of any Uncollected Receivables in immediately available United States Dollars by wire transfer to a bank account designated by Buyer. Upon Sellers’ payment of the amount of Uncollected Receivables calculated by Buyer, Buyer shall assign and transfer all rights, title, and interest in and to the Uncollected Receivables to Sellers. Following such assignment, if Buyer collects the value of any of the Uncollected Receivables for which Buyer has received payment from Sellers, Buyer shall remit said payment(s) to Sellers within thirty (30) days of receipt of payment(s) of the Uncollected Receivables. The Parties agree that Buyer shall cause the Company to use commercially reasonable efforts to collect the Transferred Accounts Receivable within the 180 days after the Closing Date. Buyer shall preserve and shall make available to Sellers (in the event of any claim for payment by Buyer under this Section 1.4) all books and records relating to the Transferred Accounts Receivable. Notwithstanding any of the foregoing, Buyer shall have the option to decline to transfer any Uncollected Account Receivable in its sole and absolute discretion. If Buyer does elect not to transfer any Uncollected Accounts Receivable, Sellers shall have no obligation to make any payment to Buyer therefor.
Sample 1
Delinquent Accounts Receivable. From and after the date that is six (6) months from the date hereof, at no time shall accounts receivable for operations at any Facility that are unpaid for more than ninety (90) days exceed 30% of such Facility’s total outstanding accounts receivable.
Sample 1
Delinquent Accounts Receivable. Buyer shall use commercially reasonable efforts for a period of 180 days following the Effective Time in accordance with applicable Regulations to collect delinquent Accounts Receivable and Sellers shall reimburse Buyer for (i) any and all amounts which Buyer does not collect, (ii) interest thereon at the Interest Rate with respect to any uncollected accounts receivable from the 91st day through the date of reimbursement by Seller, and (iii) any and all unpaid collection costs, provided that Buyer transfer such delinquent Accounts Receivables to Sellers upon such reimbursement. Buyer shall have no obligation to use a collection agency or to commence any Action in connection with its collection efforts. 5.07
Sample 1
Delinquent Accounts Receivable. Section 4.2(a) of the Agreement and paragraph C of Amendment No. 1 is amended and restated in its entirety as follows:
Sample 1
Delinquent Accounts Receivable. The Purchase Price shall be adjusted downward in an amount equal to any delinquent Accounts Receivable in excess of the reserve therefor set forth on the 6/30/96 Working Capital Balance Sheet (as defined below) and calculated in a manner consistent with past practices of the Seller (the "Accounts Receivable Adjustment"); provided that, the aggregate amount of all adjustments shall be satisfied solely by Purchaser's right of set-off from its obligations under the Notes on a dollar-for-dollar basis, following the procedures set forth in Article XVI-A. Accounts Receivable shall be considered to be delinquent if they are outstanding at June 30, 1996 and are not collected within the twelve (12) month period following the close of business on June 30, 1996.
Sample 1
Delinquent Accounts Receivable. To the extent that Buyer has collected any unpaid receivables described in Section 3.3(c)(x) between the last day of the Collection Period and the Determination Date, (i) if the Final Net Working Capital is greater than the Target Net Working Capital, then Buyer shall, at the same time as the payment pursuant to Section 3.3(b) (to the extent not causing a double payment for any amounts included as Current Assets in the determination of the Final Net Working Capital), pay the amount collected by wire transfer in immediately available funds to Seller, and (ii) if the Final Net Working Capital is less than the Target Net Working Capital, then Buyer shall apply such amount as a credit against the amount required to be paid by Seller pursuant to Section 3.3(b) (to the extent not resulting in a double credit for any amounts included as Current Assets in the determination of the Final Net Working Capital). Buyer shall also assign its right in any remaining unpaid receivables to Seller concurrently with the delivery of the Final Closing Report. Buyer shall use reasonable commercial efforts consistent with past practices (but shall not be obligated to undertake any collection process or legal action) to collect the receivables, or to incur any material costs in excess of general items of overhead, and shall not compromise or otherwise settle any such receivables without Seller’s prior written consent. Seller shall have no liability to Buyer for any damages for any unpaid receivables not included as a Current Asset except for the amount of any adjustment under Section 3.3(c)(x). Buyer shall remit to Seller on a monthly basis for the first six (6) months and a quarterly basis thereafter any payments Buyer receives for unpaid receivables assigned to Seller pursuant to this Section 3.3(d) or comprising Write-Offs.
Sample 1
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Related to Delinquent Accounts Receivable

  • Delinquent Accounts Collections: In the event GROUP’s account becomes delinquent, SHOP shall undertake collections per State Accounting Manual (XXX) Section 8776.6 (non-employee accounts receivable).

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (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. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

  • Collection of Accounts Receivable (a) At the Closing, Sellers' Agents shall designate Purchaser as its agent solely for the purposes of collecting the MMP Accounts Receivable. Purchaser will collect the MMP Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day after the Closing Date (the "Collection Period") with the same care and diligence Purchaser uses with respect to its own accounts receivable and hold all such MMP Accounts Receivable in trust for Sellers until remitted by Purchaser to the Indemnification Escrow Agent or the Collections Account pursuant hereto. Purchaser shall not make any referral or compromise of any of the MMP Accounts Receivable to a collection agency or attorney for collection and shall not settle or adjust the amount of any of the MMP Accounts Receivable without the written approval of Sellers' Agent. If, during the Collection Period, Purchaser receives monies from an account debtor of Purchaser that is also an account debtor of MMP with respect to any MMP Accounts Receivable, Purchaser shall credit the sums received to the oldest account due, except where an account is disputed by the account debtor as properly due, and the account debtor has so notified Purchaser in writing, in which case, payments received shall be applied in accordance with the account debtor's instructions; provided that upon resolution of such dispute if any amounts in dispute are received by Purchaser, Purchaser shall remit such amounts to the Indemnification Escrow Agent in accordance with the Indemnification Escrow Agreement up to the amount of the Additional Indemnification Amount Deposit and, thereafter, to the Collections Account.

  • Accounts Receivables Each existing Account constitutes, and each hereafter arising Account will, when such Account arises, constitute, the legally valid and binding obligation of the Account Debtor, except where the failure to do so could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. No Account Debtor has any defense, set-off, claim or counterclaim against any Grantor that can be asserted against the Administrative Agent, whether in any proceeding to enforce the Administrative Agent’s rights in the Accounts included in the Collateral, or otherwise, except for defenses, setoffs, claims or counterclaims that could not reasonably be expected, individually or in the aggregate, to materially adversely affect the value or collectability of the Accounts included in the Collateral, taken as a whole. None of the Grantors’ accounts receivables are, nor will any hereafter arising account receivable be, evidenced by a promissory note or other Instrument (other than a check) that has not been pledged to the Administrative Agent in accordance with the terms hereof.

  • Accounts Receivable; Accounts Payable All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

  • Accounts Receivable; Inventory (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.

  • No Delinquent Receivables As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

  • Accounts Receivable and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. Except as set forth on Schedule 5(g), no accounts payable of the Company are, at this date, over 45 days old and no accounts payable of the Company will be over 45 days old at the Closing Date.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

  • Accounts and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.

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