Guaranty of Accounts Receivable Sample Clauses

Guaranty of Accounts Receivable. Any provision to the contrary herein contained notwithstanding, and without limiting any other right of the Seller hereunder to recover for a breach of a representation or warranty, for indemnification or otherwise, the Seller hereby guaranties to Purchaser that all of the accounts receivable of the Business included in the Purchased Assets and reflected on the Auditor's Report will be collected
Sample 1
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Guaranty of Accounts Receivable. UNILAB RECEIVABLE. Selling Parties, jointly and severally, guarantee to Buyer payment of Accounts Receivable of Seller existing on the Closing Date and set forth on SCHEDULE 12.3 hereof, less the amount reserved for doubtful accounts on Seller's Balance Sheet dated as of the Stub Period Date ("Guaranteed Receivable Amount"). If the Guaranteed Receivable Amount has not been received by Buyer within one hundred twenty days (120) after the Closing Date, Buyer may, at any time after such one hundred twenty day (120) period, notify Seller in writing of the amount required to be paid by Seller hereunder and Seller shall make such payment to Buyer within fifteen (15) days after receipt of such notice. Any such notice given to Seller shall identify the accounts that have not been paid as well as the specific amounts due from each of such accounts. In the event Buyer subsequently collects any such delinquent Accounts Receivable, it shall reimburse Seller to the extent of any such collected Accounts Receivable. Selling Parties and Buyer hereby acknowledge and agree that there is due to Seller on the date hereof a receivable from Unilab Corporation ("Unilab Receivable") in the approximate amount of four hundred fifty thousand dollars ($450,000) and that in the event the full amount of the Unilab Receivable is not collected by Buyer on or before the date that the third installment of the payment due to Seller under the provisions of Section 2.1(c) hereof is required to be paid to Seller. Buyer may immediately reduce the amount of such third installment due Seller or its assignee(s) or designee(s) by an amount equal to fifty percent (50%) of any portion of the Unilab Receivable not collected.
Sample 1
Guaranty of Accounts Receivable. If any accounts receivable constituting Assets are not collected by Buyer within ninety days after the Closing Date in the ordinary course of business, without resort to third-party collection efforts or litigation, then the Company and the Owners, jointly and severally, will purchase such accounts receivable from Buyer for cash at a purchase price equal to the difference of (a) the face amount thereof, less (b) any portion previously collected by Buyer, less (c) the aggregate amount reserved for uncollectible accounts on the Closing Date. The amount reserved for uncollectible accounts on the Closing Date shall be calculated in accordance with the same practice and procedures used to calculate such reserve amount on the Latest Balance Sheet.
Sample 1
Guaranty of Accounts Receivable. At the Closing, Seller and Stockholder shall execute and deliver to Buyer a Guaranty in the form set forth as Exhibit 12 hereto (the "Guaranty"), under the terms of which Seller and Stockholder shall unconditionally guarantee that all indebtedness represented by the Accounts Receivable of Seller as of the Closing date (less Seller's reserve for doubtful accounts not to exceed Sixteen Thousand Four Hundred Thirty-three Dollars ($16,433)) will be paid by the respective debtors to Buyer. In the event such net indebtedness is not paid on or before one hundred eighty (180) days after the Closing date, Seller and/or Stockholder shall within ten (10) days following receipt from Buyer of notice to such effect make payment to Buyer of an amount in cash equal to the difference between the amount collected by Buyer and the net receivables as shown on the Balance Sheet, whereupon Buyer shall promptly assign or cause to be assigned to Seller and/or Stockholder (as the case may be) all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables.
Sample 1
Guaranty of Accounts Receivable. Sellers agree to guaranty the Accounts Receivable purchased by Buyer as follows: A. There shall be a complete guarantee by Seller and Shareholders of all receivables as of the First Closing. If such receivables are not paid within 120 days after the First Closing, during which period Buyer will make reasonable efforts to effect collection (Buyer need not bring a lawsuit), Buyer may, by notice to Seller within 180 days of the First Closing, require immediate repurchase as described in B below. Otherwise, the right to require repurchase shall be deemed waived. B. Any receivable to be repurchased pursuant to Subparagraph A above shall be paid by crediting those amounts against the next payments due Sellers pursuant to the Promissory Note in Section III C and the Non-Compete Agreement in Section IV. Such accounts receivable shall be reassigned, free and clear of all liens or security interests, to Seller or Shareholder as appropriate when Buyer requires the repurchase. If Seller fails to direct the reassignment, Buyer shall reassign the receivable based upon which obligation(s) under Sections III and IV was credited. C. While Seller is subject to the repurchase requirement of A and B above, payments received by Buyer on accounts shall be credited first against the oldest invoice(s) unless payment is accompanied by direction to apply the payment against a specific invoice and Buyer will provide to Seller such information regarding such accounts as Seller shall reasonably request. XI.
Sample 1

Related to Guaranty 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.

  • Statement of Accounts The Company shall provide to the Director, within one hundred twenty (120) days after each anniversary of this Agreement, a statement setting forth the Deferral Account balance.

  • 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.

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

  • 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.

  • Payment of Accounts (a) Each of Company and each Eligible Subsidiary will irrevocably direct all of its present and future Account Debtors and other Persons obligated to make payments constituting Collateral to make such payments directly to the lockboxes maintained by Company and each Eligible Subsidiary (the "Lockboxes") with North Fork Bank, the Royal Bank of Canada or such other financial institution accepted by Laurus in writing as may be selected by Company and/or any Eligible Subsidiary (collectively, the "Lockbox Bank") pursuant to the terms of the documentation acceptable to Laurus. On or prior to the Closing Date, each of Company and each Eligible Subsidiary shall and shall cause the Lockbox Bank to enter into all such documentation acceptable to Laurus pursuant to which, among other things, the Lockbox Bank agrees to: (a) sweep the Lockbox on a daily basis and deposit all checks received therein to an account designated by Laurus in writing and (b) comply only with the instructions or other directions of Laurus concerning the Lockbox. All of Company's and each Eligible Subsidiary's invoices, account statements and other written or oral communications directing, instructing, demanding or requesting payment of any Account of Company or any Eligible Subsidiary or any other amount constituting Collateral shall conspicuously direct that all payments be made to the Lockbox or such other address as Laurus may direct in writing. If, notwithstanding the instructions to Account Debtors, Company or any Eligible Subsidiary receives any payments, Company or such Eligible Subsidiary, as the case may be, shall immediately remit such payments to Laurus in their original form with all necessary endorsements. Until so remitted, Company and each Eligible Subsidiary shall hold all such payments in trust for and as the property of Laurus and shall not commingle such payments with any of its other funds or property.

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

  • 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.

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