PRE-CLOSING ACCOUNTS RECEIVABLE Sample Clauses

PRE-CLOSING ACCOUNTS RECEIVABLE. GW and Monarch agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of GW on or prior to 11:59 p.m. (E.S.T.) on the Closing Date shall inure to the benefit of GW.
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PRE-CLOSING ACCOUNTS RECEIVABLE. KING and NOVAVAX agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of KING on or prior to 11:59 p.m. (E.S.T.) on the Closing Date shall inure to the benefit of KING.
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PRE-CLOSING ACCOUNTS RECEIVABLE. Buyer is purchasing Company’s accounts receivable only to the extent of the first $25,000 collected on such accounts receivable after the Effective Date. Company’s accounts receivable as of the Effective Date are identified on Schedule 7.18 and are hereinafter referred to as the “Pre-Closing Receivable”). Buyer shall collect the Pre-Closing Receivables and retain the first $25,000 of collections on the Pre-Closing Receivable received after the Effective Date (hereinafter “the First $25,000 Collected”). Unless the Company exercises the option (described herein) to assume collection of the Pre-Closing Receivables, the Buyer shall continue to collect the Pre-Closing Receivables in excess of the First $25,000 Collected and shall deliver to Company all collections on the Pre-Closing Receivables in excess of the First $25,000 Collected. At any time after the Buyer has received the First $25,000 Collected, Company may, at Company’s option, begin collecting the balance of the Pre-Closing Receivables. In any event, after Buyer receives the First $25,000 in Collections, Buyer shall deliver to Company all amounts received by Buyer on the Pre-Closing Receivables. Agreed to and executed as of the Effective Date above. THE BUYER: HEARINGLIFE USA, INC. By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx, Vice-President THE COMPANY: HEARING ASSOCIATES OF PENSACOLA, P.A. By: /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx, PhD, CCCA, President /s/ Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxxxx Xxxxxx, PhD, CCCA EXHIBIT A TO THE ASSET PURCHASE AGREEMENT Xxxx of Sale and Assignment See Attached EXHIBIT B TO THE ASSET PURCHASE AGREEMENT Employment Agreement See Attached EXHIBIT C TO THE ASSET PURCHASE AGREEMENT Promissory Note See Attached EXHIBIT D TO THE ASSET PURCHASE AGREEMENT Security Agreement See Attached EXHIBIT E TO THE ASSET PURCHASE AGREEMENT Guaranty See Attached
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PRE-CLOSING ACCOUNTS RECEIVABLE. The parties agree that any accounts receivable or invoices arising out of sales of the Products by or on behalf of NOVAVAX on or prior to 12:01 a.m. (E.S.T.) on the Closing Date shall inure to the benefit of NOVAVAX.
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PRE-CLOSING ACCOUNTS RECEIVABLE. For ninety (90) days after the Closing (“Collection Period”), the Company will have the exclusive right to collect and attempt to collect the Pre-Closing Accounts Receivable, and Buyer shall cause the Company to use commercially reasonable efforts, consistent with industry standard practice, to collect the Company’s Accounts Receivable existing as of the Closing Date. Any amount collected will be paid to Seller on a monthly basis within 10 calendar days following the end of each month during the Collection Period. Following expiration of the Collection Period, Seller may elect to assume and thereafter collect any or all of the Pre-Closing Accounts Receivable that remains uncollected after the Collection Period (“Uncollected Receivable”) by delivering written notice to Buyer within thirty (30) days after the end of the Collection Period; except that within five (5) Business Days after receiving notice of Seller’s election, Buyer may elect for the Company to retain the subject Uncollected Receivable by delivering written notice of its election to Seller and paying Seller ninety percent (90%) of the face value of the Uncollected Receivable that Seller desired to assume (“Purchased Receivable”). Any amount collected by the Company after the Collection Period concerning any Uncollected Receivable that Seller does not elect to assume and that is not a Purchased Receivable will be paid to Seller on a monthly basis within 10 calendar days following the end of each month thereafter.
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PRE-CLOSING ACCOUNTS RECEIVABLE. Seller agrees that, without the prior written consent of Buyer, it will not transfer to a third party or engage a collection agent to collect any accounts receivable arising from transactions relating to the Business that have occurred prior to the date hereof or that occur prior to the Closing.
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PRE-CLOSING ACCOUNTS RECEIVABLE. In the event, on or after the Closing Date, Buyer receives any payment of any account receivable that is an Excluded Asset, such payment will be the property of, and will be immediately forwarded and remitted to, Seller. Buyer will promptly endorse and deliver to Seller any cash, checks or other documents received by it on account of any such accounts receivable. Buyer will advise Seller (promptly following Buyer becoming aware thereof) of any counterclaims or set offs that may arise subsequent to the Closing Date with respect to any account receivable that is an Excluded Asset.
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Related to PRE-CLOSING ACCOUNTS RECEIVABLE

  • Accounts Receivable All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company 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 Company 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.

  • Accounts Receivables The accounts receivable reflected on the Financial Statements and all accounts receivable arising thereafter have arisen from actual and bona-fide transactions in the Ordinary Course of Business consistent with the past practice and are valid and enforceable against the obligors of such accounts receivable, and other than cash discounts in the Ordinary Course of Business consistent with past practices or reserves for bad-debts accrued in accordance with the Accounting Principle, there have been no claims, or any threat of any such claims, of set-off, refusal of payment or other counterclaims relating to the existence thereof or all or any part of the amount thereof. The accounts receivables are collectible in full in accordance with the Ordinary Course of Business consistent with past practice.

  • 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.

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

  • 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. No accounts payable of the Company are over forty-five (45) days old.

  • Accounts Receivable; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • 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.

  • Lock-Box Accounts, Escrow Accounts Except with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents. Notwithstanding the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.

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

  • Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).

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