Intercompany Receivable Sample Clauses

Intercompany Receivable. Seller and Buyer acknowledge and agree that there is an intercompany account receivable (the “Intercompany Receivable”) that is owed to the Company by Seller, but that, immediately prior to the Closing Date, the Intercompany Receivable shall be canceled and Seller shall not be required to pay such account receivable to the Company, provided that Seller shall be responsible for any tax liability of Seller or the Company resulting from such nonpayment.
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Intercompany Receivable. Intercompany accounts receivable of the Business from the Company or any subsidiary or affiliate of the Company.
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Intercompany Receivable. Schedule 3.14 sets forth the full amount of all intercompany receivables owed by Equinox to the Borrower as of the Closing Date.
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Intercompany Receivable. After the Effective Time, Alloy shall cause to be satisfied that certain $1.8 million intercompany receivable from the CASS Recruitment Media Division of CASS to CASS (the "Intercompany Receivable"). During the Executory Period, CASS shall not, without Alloy's prior written consent, cause the amount of the Intercompany Receivable to exceed $1.8 million.
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Intercompany Receivable. In connection with the sale and purchase of the Shares contemplated by this Agreement, Seller, immediately prior to Closing, will cause Xxx-Xxxxxx to declare a dividend (the "Dividend") equal to the intercompany receivable due from Seller to Xxx-Xxxxxx in the amount of $252,900 which is reflected on Xxx-Xxxxxx'x financial records as of December 31, 1997 in order to offset such receivable. Seller shall cause Xxx-Xxxxxx to take such actions as may lawfully be taken to permit it to declare the Dividend in accordance with the General Corporation Law of Delaware ("DGCL"). If, after taking such actions, the amount of a dividend that may be declared in accordance with the DGCL is still less than the amount of the intercompany receivable (the "Deficit Amount") the Seller shall pay to Xxx-Xxxxxx an amount equal to the Deficit Amount in satisfaction of the remaining amount of the intercompany receivable.
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Intercompany Receivable. Intercompany Receivable" shall mean the outstanding balance of the intercompany receivable between MHS and Seller (including all accrued interest thereon) as of the Closing Date pursuant to the Promissory Note between MHS and Seller dated December 15, 1993.
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Intercompany Receivable. Borrower shall not incur aggregate accounts receivables due to Borrower from Advanced Polymer Systems, Inc. in excess of One Million Five Hundred Thousand Dollars ($1,500,000) through and including December 31, 1996. Beginning and including January 1, 1997, Borrower shall not incur aggregate accounts receivables due to Borrower from Advanced Polymer Systems, Inc. for the first half and the second half of the Borrower's fiscal year in excess of the lesser of (i) One Million Five Hundred Thousand Dollars ($1,500,000), plus seventy-five percent (75%) of the Borrower's EBITDA for the previous half of the Borrower's fiscal year, or (ii) One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000).
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Intercompany Receivable. Except as set forth on Schedule 4.16, or as otherwise expressly provided in this Agreement, the parties acknowledge and agree that all intercompany receivables due to any of the Subsidiaries from Magellan or any of its affiliates, or due to Magellan or any of its affiliates from any of the Subsidiaries, will extinguish as of the Closing, and Magellan or its affiliates and the Subsidiaries shall not be obligated to fund such receivables.
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Intercompany Receivable. The parties agree that TriStar will record an intercompany receivable as of the Closing Date in the amount of $1.7 million (the Intercompany Receivable Amount") relating to certain seasonal inventory purchased by the Company. Between the Closing Date and June 30, 1999, the Company will generate sufficient proceeds from the sale of its inventory to discharge such receivable in full and distribute cash to TriStar in an amount sufficient to discharge the receivable. If the cash received by TriStar from the inventory sales by the Company between the Closing Date and June 30, 1999 is less than the Intercompany Receivable Amount, then TriStar shall be entitled, at its option, to either deduct the amount of the deficiency from the Note or draw upon the Letter of Credit in the amount of the deficiency. In the event that the Scheduled Indebtedness at Closing is less than $4,100,000, then the Intercompany Receivable Amount shall be reduced by an amount equal to the excess of $4,100,000 over the Scheduled Indebtedness at Closing.
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Related to Intercompany 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.

  • Intercompany Obligations At all times, the Company shall ensure that all intercompany obligations (including, without limitation, obligations pursuant to transfer pricing and royalty agreements) owed by the Company or a Restricted Subsidiary to the Company or any of its Subsidiaries shall be subordinated in writing in right of payment to the Notes or the applicable Subsidiary Guarantee and unsecured.

  • Intercompany Debt It is understood that Debt shall not include any redeemable equity interest in the Company.

  • 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; 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.

  • Intercompany Loans Notwithstanding any provision to the contrary set forth in the Transaction Documents (including, without limitation, clause (s) of the definition of “Eligible Loan” in Annex X), the Guarantor (i) shall not permit any Seller to sell, transfer, assign or otherwise convey any Intercompany Loan to Bunge Funding under the Sale Agreement that has a maturity in excess of six (6) years and (ii) shall either cause a Seller, Bunge Funding or the Trustee to demand repayment of all outstanding principal and accrued interest under each Intercompany Loan or cause a Seller to refinance such amounts by making a new Intercompany Loan to the applicable Obligor within six (6) years from the date of such Intercompany Loan.

  • 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.

  • Intercompany Indebtedness The Company shall not create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness arising from loans from any Subsidiary to the Company unless (a) such Indebtedness is unsecured and (b) such Indebtedness shall be expressly subordinate to the payment in full in cash of the Obligations on terms satisfactory to the Administrative Agent.

  • 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 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.

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