Guarantee of Accounts Receivable Sample Clauses

Guarantee of Accounts Receivable. The Seller and the Stockholders hereby absolutely and unconditionally guarantees to the Purchaser the payment in full after the Closing Date of all of the Accounts Receivable of the Seller. The parties hereto acknowledge and covenant, promise and agree that the guarantee by the Seller contained in this Section is a guarantee of payment and collection; accordingly, except as provided in Section 4.1 of this Agreement, the Purchaser shall have no obligation whatsoever to enforce or attempt to enforce against any Account Debtor or in respect of any collateral any right which the Purchaser has or the Seller may have had in respect of any of the unpaid Accounts Receivable or such collateral.
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Guarantee of Accounts Receivable. The Selling Shareholder shall -------------------------------- guarantee to the Purchaser that the unpaid balance of all Accounts Receivable on hand as of the Closing and reflected on the Closing Date Balance Sheet will be paid within 180 days of the Closing (a "COLLECTION PERIOD"). Within five business days after the Collection Period, the Purchaser shall deliver to the Selling Shareholder a schedule of any unpaid Accounts Receivable within such Collection Period and the Selling Shareholder and the Purchaser shall execute and deliver an amended and restated Note which reduces the principal amount thereof by the full amount of such unpaid Accounts Receivable. The Selling Shareholder hereby waives diligence on the part of the Purchaser in the collection of such Accounts Receivable; provided, however, that the Purchaser and the Selling Stockholder understand and agree that the allowance for doubtful accounts shall reflect a zero balance for purposes of determining Book Value and that a zero balance for the allowance for doubtful accounts shall be reflected on the Initial Adjustment Certificate, the Final Adjustment Certificate, the Closing Date Balance Sheet or any amendment thereof. All payments of the scheduled accounts made after the Collection Period shall promptly be paid over to the Selling Shareholder. If more than one invoice is outstanding for any customer, the "first-in, first-out" principle shall be applied in determining the invoice to which a payment relates, unless the payment by its terms specifies or clearly indicates the invoice to which it relates. The Selling Shareholder shall cooperate with the Purchaser in making all necessary or desirable arrangements so that checks and other payments on the Accounts Receivable may be deposited into the Purchaser's bank accounts without endorsement by the Selling Shareholder. The Selling Shareholder shall take no action or refuse to take any action with respect to the collection of Accounts Receivable which could jeopardize or otherwise prejudice the Company's relationships with its customers, clients or any other Person. The Purchaser shall cause the Company to use the same commercially reasonable efforts (including taking collection actions against delinquent accounts) to collect the Accounts Receivable as the Purchaser uses to collect accounts receivable from its customers. If the Selling Shareholder pays any amounts related to Accounts Receivable not collected during the Collection Period, those spe...
Sample 1
Guarantee of Accounts Receivable. The Vendor represents and warrants to the Purchaser that the Accounts Receivable will realize an amount at least equal to the aggregate face value thereof that will be set out in the Closing Balance Sheet and the Purchaser agrees that after the Closing it will exercise reasonable diligence in attempting to collect all amounts owing in respect of the Accounts Receivable. If, at the expiration of 120 days after the Closing, the amounts collected by the Purchaser in respect of the Accounts Receivable shall have aggregated less than the face amount thereof, the Vendor shall within 5 days after receipt by it of a written demand by the Purchaser pay the Purchaser the amount of the deficiency and the Purchaser shall thereupon assign the entire uncollected portion of the Accounts Receivable to the Vendor.
Sample 1
Guarantee of Accounts Receivable. The Sellers guarantee to the Acquiror that the unpaid balance of the Accounts Receivable of KenCom listed on SCHEDULE 12.3 will be paid within ninety (90) days of the date of Closing. Within ten (10) days after delivery to the Sellers of written notice of any such Accounts Receivable not being paid within such ninety (90) day period, the Sellers will pay to the Acquiror the full amount of such unpaid receivable in cash. The Acquiror shall provide full access and all reasonable assistance to collect such receivable. Any receivable not collected, but paid for by the Sellers, shall be assigned to the Sellers.
Sample 1
Guarantee of Accounts Receivable. For a period of one hundred eighty days (180) days following the Effective Date (until August 1st, 1998)(the "Collection Period"), Buyer shall use reasonable business efforts to collect the Accounts Receivable purchased by Buyer as part of the Acquired Assets. To the extent that any Accounts Receivable remain Uncollected at the end of such 180-day period, Seller shall pay to the Buyer, in cash within five (5) days of Buyer's request, the amount of the Uncollected Accounts Receivable, together with interest on the amount calculated herein at the rate of nine percent (9%) per annum from the Closing Date to the date of payment. Buyer shall make available to Seller and its accountants and representatives the books and records of the Operations and Buyer's employees in Oshkosh, Wisconsin reasonably necessary for Seller to determine the accuracy of any payment required to be made by Seller pursuant to this Section. Promptly following any reimbursement payment from Seller to Buyer for Uncollected Accounts Receivable pursuant to this Section 4.4, the Buyer shall transfer all right, title and interest in and to such Uncollected Accounts Receivable to the Seller, free and clear of any and all encumbrances and Buyer shall have no further obligations of any kind to collect the Accounts Receivable. The term "Collected" as it relates to the Accounts Receivable guarantee shall mean the extent to which outstanding Accounts Receivable have been paid to the Buyer: a) in cash or other good funds or b) by deposits previously paid by Seller to the Buyer.
Sample 1
Guarantee of Accounts Receivable. Seller guarantees payment of any Account Receivable outstanding as of the Closing Date that remains outstanding for more than one hundred eighty (180) days after the Closing Date (the aggregate amount of which, net of reserves not in excess of $28,079.52, are hereinafter, the "Outstanding Accounts Receivable"); ------------------------------- provided, however, that any Outstanding Accounts Receivable that is not paid, due to the action or inaction of the Company or Purchaser following the Closing Date outside of the ordinary course of business, shall not be so guaranteed. Seller shall remit to the Company the aggregate amount of any Outstanding Accounts Receivable within thirty (30) days of receipt of the written notice of Purchaser indicating the aggregate amount of Outstanding Accounts Receivable; provided, however, Seller shall not have the obligation to remit any amount to the Company unless the aggregate of Outstanding Accounts Receivable exceeds $25,000, in which event Seller shall be liable for all Outstanding Accounts Receivable. If following payment by Seller, the Company collects sums on the Outstanding Accounts Receivable, the amounts collected, to a maximum of the payment made by Seller to the Company, shall be returned to Seller.
Sample 1
Guarantee of Accounts Receivable. The Seller and the Shareholder guarantee payment of any Accounts Receivable existing on and as of the date hereof, that remains outstanding for more than 180 days after it is due and payable; provided, however, that such guarantee shall not be applicable to the first Fifty Thousand Dollars ($50,000) in the aggregate in uncollectible Accounts Receivable transferred to the Acquisition Sub pursuant hereto. The aggregate outstanding Accounts Receivable less the initial $50,000 in Accounts Receivable covered by the Acquisition Sub shall be referred to herein as the "Outstanding
Sample 1
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Guarantee of Accounts Receivable. Each Seller hereby guarantees the -------------------------------- collectibility of the Company's accounts receivable which are outstanding and aged less than 180 days as of the Takeover Date ("Guaranteed Accounts Receivable"). To the extent that any of the Guaranteed Accounts Receivable are not collected within 180 days of the invoice date, such account receivable will be deemed uncollectible and Seller shall promptly pay to Purchaser the full amount of the account receivable deemed uncollectible less the amount, if any, payable to Purchaser pursuant to Section 8.4. Upon receipt of such payment from Sellers, Purchaser shall assign to Sellers the right to collect the accounts receivable deemed uncollectible.
Sample 1
Guarantee of Accounts Receivable. The amount of trade accounts -------------------------------- receivable from the sale of Gross Inventory (the "Receivables"), net of reserves for uncollectible accounts receivable, is referred to as the "Net Receivables." Company shall use its best efforts to collect all the Receivables prior to and during the ninety (90) day period after the Closing Date, referred to herein as "Actual Collections." If more than one invoice is outstanding for any customer, the "first-in, first-out" principle shall be applied in determining the invoice to which a payment relates, unless a customer specifies which invoice a payment should be credited to.
Sample 1

Related to Guarantee of 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 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.

  • 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 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 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.

  • Notification of Account Debtors MLBFS may notify any Account Debtor that its Account or Chattel Paper has been assigned to MLBFS and direct such Account Debtor to make payment directly to MLBFS of all amounts due or becoming due with respect to such Account or Chattel Paper; and MLBFS may enforce payment and collect, by legal proceedings or otherwise, such Account or Chattel Paper.

  • Collection of Accounts 43 5.4 Payments ............................................................................. 44 5.5 Authorization to Make Loans .......................................................... 44 5.6

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

  • Sale of Accounts The Borrower will not, nor will it permit any Subsidiary to, sell or otherwise dispose of any notes receivable or accounts receivable, with or without recourse.

  • 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.

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