Pre-Closing Receivables Sample Clauses

Pre-Closing Receivables. 8.4.1 The Purchaser shall not acquire the Pre-Closing Receivables, and accordingly the Seller or, as the case may be, the other relevant members of the Seller’s Group (as applicable) shall remain entitled to the Pre-Closing Receivables in accordance with the terms of Clauses 8.4.2 and 8.4.3.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Pre-Closing Receivables. Each of Buyer and Buyer Sub acknowledges that certain accounts receivable of Seller and its Subsidiaries generated prior to the Adjustment Calculation Time with respect to the Business are and may be from customers of Seller and its Subsidiaries that are also customers of Seller’s Other Businesses and such accounts receivable may be paid into accounts of Seller or its post-Closing Affiliates after the Adjustment Calculation Time as part of consolidated invoices of Seller and its Affiliates or for some other reason (including such invoice was processed for payment to Seller prior to Closing). To the extent such accounts receivable are included as part of Company Closing Net Working Capital and are paid to Seller or one of its post-Closing Affiliates after the Adjustment Calculation Time, Seller shall remit such cash to Buyer promptly (but in any event within 10 Business Days) after receipt thereof. To the extent that any such accounts receivable (including such accounts receivable generated from the Business) are not included in the computation of Company Closing Net Working Capital, (x) Seller and its post-Closing Affiliates shall retain all rights to such accounts receivable and be entitled to retain any cash received in respect thereof and (y) Buyer shall, and shall cause its Subsidiaries (including the Paper Group and their respective Subsidiaries) to, promptly (but in any event within 10 Business Days) after receipt thereof, pay over to Seller and its post-Closing Affiliates all amounts received or collected by Buyer or any of its Subsidiaries in respect of such accounts receivable.
Sample 1Sample 2
Pre-Closing Receivables. (a) Seller and Buyer acknowledge and agree that all Accounts Receivable of the Product Line that are accrued but unpaid prior to the Closing or, in the case of accounts receivable and notes receivable related to International Retained Assets, accrued but unpaid prior to the applicable Local Closing (collectively, the "Pre-Closing Receivables") shall remain the property of Seller or Seller's Affiliates and shall be collected by Seller or Seller's Affiliates subsequent to the Closing. In the event that, subsequent to the Closing or the applicable Local Closing, Buyer or Buyer's Affiliates receives any payments of any kind from any obligor with respect to Pre-Closing Receivables, then, if such payment is specified to be for a Pre-Closing Receivable, Buyer shall promptly remit the full amount of such payment to Seller. If such payment is not specified to be with respect to any particular receivable, it shall be attributed on a first-in, first-out basis until such time as the Pre-Closing Receivables with respect to such obligor are paid in full to Seller and remitted consistent with the preceding sentence.
Sample 1
Pre-Closing Receivables. (a) Within 120 days after the Closing Date, the Buyer shall provide the Seller with a list of all receivables of the Company (i) that existed as of the close of business on the Closing Date and are more than 90 days past due and (ii) for which the Buyer desires to be paid by the Seller ("Uncollected Receivables"). The Seller shall promptly pay to the Buyer 100% of the amount of such Uncollected Receivables by bank wire transfer of immediately available funds to an account designated by the Buyer.
Sample 1
Pre-Closing Receivables. (a) The parties acknowledge and agree that all accounts receivable and notes receivable related to the Product Lines that are accrued but unpaid prior to the Closing (the “Pre-Closing Receivables”) shall remain the property of Seller or Seller’s Affiliates and shall be collectable by Seller or Seller’s Affiliates subsequent to the Closing in the ordinary course of business consistent with Seller’s past collection practices. If subsequent to the Closing, Buyer or Buyer’s Affiliates receive any payments of any kind from any Person that is an obligor with respect to Pre-Closing Receivables, then, (i) if such payment or any portion thereof is specified (initially or after inquiry) by the obligor to be for a Pre-Closing Receivable, (ii) if it is apparent that such payment or any portion thereof is intended by the obligor to be for a Pre-Closing Receivable, or (iii) if it is unclear whether such payment or any portion thereof is intended by the obligor to be for a Pre-Closing Receivable (it being understood, however, that if it is initially unclear but after good faith inquiry it is apparent that such payment or any portion thereof is not intended by the obligor to be for a Pre-Closing Receivable, Buyer may retain that payment or portion thereof that is not intended by the obligor to be for a Pre-Closing Receivable), Buyer shall within 30 days of receipt of such payment remit the full amount of such payment (or portion thereof) to Seller.
Sample 1
Pre-Closing Receivables. After the Closing Date, Parent and Federal shall cause the Surviving Corporation to xxxx and pursue collection, in the ordinary course of business, all accounts receivable included on the Closing Date Balance Sheet (the “Pre-Closing Receivables”). In the absence of any indication that a customer payment should be applied to a specific invoice or charge, customer payments shall be applied first to the oldest outstanding invoices. In the event that any receivable from a government entity, Parent and Federal shall co-operate with the Stockholder’s Representative in seeking collection on such receivable. In the event that Parent or Federal collects an unrecoverable receivable after recovering such unrecoverable receivable from the Stockholders in accordance with Section 6.3, Parent or Federal shall remit such collection amounts, to the Stockholders’ Representative. In the event that an uncollectable receivable is a commercial receivable, Parent and Federal shall assign such receivable to the Stockholder’s Representative.
Sample 1
Pre-Closing Receivables. Any amounts received by Buyer or its Affiliates with respect to the Unpaid Receivables shall be promptly paid over to Seller by Buyer in cash (without any reduction or offset). Buyer hereby agrees to use (and to cause its Affiliates to use) reasonable commercial efforts to collect all Pre-Closing Receivables and will, in any event, use at least as great of efforts to collect them as Buyer uses to collect its own receivables. Buyer shall not be required to commence legal proceedings in order to collect Pre-Closing Receivables. Buyer hereby agrees not to settle or compromise any Pre-Closing Receivable, or permit it to be settled, for less than its full amount (including by way of any credit, rebate, setoff or otherwise) without the prior written consent of Seller. If requested by Seller at any time, Buyer shall allow Seller to seek collection of the Pre-Closing Receivables on behalf of the Company and its Subsidiaries in such manner as Seller shall reasonably determine and Buyer shall provide Seller access to, and copies of (at Seller’s expense) relevant invoices and documentation in such efforts if and to the extent requested by Seller. Seller shall reimburse Buyer for any reasonable out-of-pocket costs actually incurred by Buyer in collecting Pre-Closing Receivables; provided, that Buyer shall not incur any such costs without getting the prior written approval of Seller to do so (and, if the Seller wishes, shall allow Seller to collect them instead).
Sample 1
AutoNDA by SimpleDocs
Pre-Closing Receivables. If after the Closing Statement Date any amount of Cash Addback arises under clause (iii) of the definition thereof, then Buyer shall within ten (10) days after receipt thereof pay such amount in cash over to Seller (without any reduction or offset).
Sample 1
Pre-Closing Receivables. From and after the Closing, Interstate and SHP shall each promptly forward and pay to Seller any and all amounts that Interstate or SHP receives arising from or related to SHP’s and the Distributed Subsidiaries’ business and operations prior to Closing, together with a statement regarding the source and date of receipt of all such amounts. In furtherance thereof, SHP hereby transfers and assigns to Seller, effective as of the Closing Date, all rights and interests SHP has with respect to each of the accounts listed in Schedule 2.8, including all funds held in such accounts, and acknowledges and agrees that from and after the Closing Date Seller shall be entitled to withdraw from such accounts all funds deposited in or credited to such accounts.
Sample 1

Related to Pre-Closing Receivables

  • Pre-Closing Collections Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by Ally Auto (or by the Issuing Entity under the Further Transfer Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to Ally Auto pursuant to Section 2.01.

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • Purchased Contracts The obligation of CNHCR to purchase the Purchased Contracts is subject to the satisfaction of the following conditions:

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • 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.

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent.

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

Time is Money Join Law Insider Premium to draft better contracts faster.