Notes Receivable. No Receivable is an Instrument, Document, or Chattel Paper or is evidenced by any note, draft, trade acceptance, or other instrument for the payment of money, except such Instrument, Document, Chattel Paper, note, draft, trade acceptance, or other instrument as has been endorsed and delivered by Debtor to Secured Party and has not been presented for payment and returned uncollected for any reason.
Notes Receivable. Any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Receivable accepted by Debtor without the prior written consent of Secured Party shall be excluded from the Borrowing Capacity. If Secured Party, in its reasonable judgment, consents to the acceptance of any such note or instrument, the same shall be considered as evidence of the Receivable giving rise to such note or instrument, shall be subject to the Security Interest and included in the determination of Borrowing Capacity, and shall not constitute payment of such Receivable, and Debtor shall forthwith endorse such note or instrument to the order of Secured Party and deliver the same to Secured Party, together with the Schedule listing the Receivables which it evidences. Upon collection, the proceeds of such note or instrument may be applied directly to unpaid Advances, interest, and costs and expenses as provided in Section 8.5.
Notes Receivable. The Borrower shall not, and shall not permit any Restricted Subsidiary to, amend, modify or waive any terms of any Note Receivable included in the Borrowing Base or permit any departure from the obligations thereunder unless, and only to the extent that, (a) at the time of any such amendment, modification or waiver, no default, event of default or breach (howsoever designated) exists under, or with respect to, the applicable Note Receivable, and (b) either (x) such amendment, modification or waiver does not, and could not reasonably be expected to, result in such Note Receivable not constituting an Eligible Note Receivable hereunder or (y) such amendment, modification or waiver is evidenced by a replacement Note Receivable that is an Eligible Note Receivable.
Notes Receivable. Neither Borrower nor any applicable Loan Party shall accept any note or other instrument (except a check or other instrument for the immediate payment of money) with respect to any Receivable (except for Receivables that already constituted Ineligible Receivables). With respect to each note or instrument in excess of $250,000 individually or $500,000 in the aggregate for Borrower and all such Loan Parties, Borrower or such Loan Party shall forthwith endorse such note or instrument to the order of the Agent and deliver the same to the Agent, together with the Schedule listing the Receivables which it evidences. At any time (x) after the occurrence and during the continuance of an Event of Default or (y) when Excess Availability is less than $18,000,000, upon collection, the proceeds of such note or instrument may be applied directly to unpaid Advances, interest, and costs and expenses as provided in Section 8.5.
Notes Receivable. As of the end of each calendar month, Trendwest shall not suffer or permit either the number or the amount of Past-Due Notes to exceed 5% of the total number or amount of Notes Receivable at the close of any period of three consecutive calendar months, and shall not suffer or permit either the number or amount of Delinquent Notes to exceed 3% of the total number or amount of Notes Receivable at the close of any period of three consecutive calendar months. For purposes of this Section 7.7, the aggregate principal balance of Past-Due Notes and Delinquent Notes shall be computed net of allowance for doubtful accounts and sales returns.
Notes Receivable. Section 6(q) of the Disclosure Schedule summarizes the outstanding terms, payment history and balance of the notes receivable of TDL as of the Most Recent Fiscal Month End, which shall amended to reflect the notes receivable of TDL as of the close of business for the day immediately preceding the Closing Date. Said notes receivable have arisen (and will arise) in the Ordinary Course of Business and represent (and as of the Closing will represent) valid obligations due to TDL. Such notes receivable (net of any reserve for doubtful accounts as reflected in the Disclosure Schedule) are current in accordance with their terms, all in the Ordinary Course of Business and in the aggregate recorded amounts thereof. To the Knowledge of the Sellers or TDL, such notes receivable are not subject to any material set-offs or material counterclaims.
Notes Receivable. Schedule 3.9 sets forth all notes receivable and other receivables in excess of Five Thousand Dollars ($5,000.00), which are not included in the accounts receivable, reflected on the most recent balance sheet included in the Financial Statements or will be reflected in the Current Financial Statements. RMED has no notice of any defect, defense, counterclaim, or setoff to payment which the maker of any note receivable may claim or assert or of any fact or circumstance which would give rise to denial of payment thereof by the maker of any note receivable. Also included on Schedule 3.9 is a list of all loans, advances or other payments in excess of Five Thousand Dollars ($5,000.00) receivable from directors, officers and employees of RMED (the "Employee Receivables") setting forth the name of the individual, the amount receivable by RMED from such individual, and the terms on which such Employee Receivable is to be repaid. RMED has provided to Buyer true and complete copies of all promissory notes or other documents evidencing the Employee Receivables. RMED agrees to cause all individuals that are obligated for an Employee Receivable that is not evidenced by a document, to execute and deliver to RMED promissory notes or other documents satisfactory to Buyer evidencing the obligation to pay such Employee Receivable prior to Closing.
Notes Receivable. The notes receivable of Consolidated Capital as set forth on the consolidated balance sheet of Consolidated Capital and the related consolidated statements of income, cash flows and changes in shareholders' equity as of and for the period ended September 30, 1996 (the "Consolidated Capital Interim Financial Statements") or arising since the date thereof are valid and genuine; are not subject to valid defenses, set-offs or counterclaims. All currently outstanding notes receivable of Consolidated Capital are listed on Schedule 2.1(j).
Notes Receivable. All notes receivable (the "Notes") from RedChip officers and RedChip Stockholders, including Marcxx Xxxxxx, Xxugxxx Xxxxx xxx Thomxx Xxxxxxxx (xxllectively the "Note Shareholders") shall be amended and restated to provide that, at the Closing, each Note Shareholder shall deliver to FRT a number of shares of FRT Stock, which such Note Shareholders shall have received as Merger Shares, equal to the amount of the Note divided by the average of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Closing (the "Settlement Shares"); provided, however, that in no event shall the number of the Settlement Shares exceed the number of shares of FRT Stock received at the Closing by the Note Shareholder in exchange for the RedChip Stock acquired by such Note Shareholder pursuant to the Note. The amended and restated Notes shall be repaid in full and the obligation shall have final settlement pursuant to this repayment with Merger Shares. At the Closing, the Note Shareholders and FRT shall enter a contingent payment agreement which shall provide that upon the earlier of (i) Marcx 00, 0000, (xx) xx any time at the option of the Note Shareholder or (iii) upon the consummation by FRT of an underwritten public offering (each a "Contingent Payment Date") either FRT or the Note Shareholders, as determined below, will be obligated to deliver a contingent amount of shares of FRT Stock to the other party based on the following calculation: a number of shares of FRT Stock equal to (i) the amount of the note payable which was repaid in full at Closing divided by (ii) the average of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Contingent Payment Date (the "Contingent Shares"). If the Settlement Shares are greater than the Contingent Shares, then FRT shall deliver to the Note Shareholder an amount of shares of FRT Stock equal to the difference between the two numbers. If the Settlement Shares are less than the Contingent Shares, then the Note Shareholder shall deliver to FRT an amount of shares of FRT Stock equal to the difference between the two numbers; provided, however, that in no event shall such additional shares plus the Settlement Shares exceed the number of shares of FRT Stock received at the Cl...