Transferred Receivables Sample Clauses

Transferred Receivables. With respect to Transferred Receivables and Additional Accounts, Seller represents and warrants that:
Transferred Receivables. All Transferred Receivables (a) arose out of arm’s length transactions made in the ordinary course of business, (b) are the valid and legally binding obligations of the parties obligated to pay such amounts, (c) to Seller’s knowledge, are collectible (net of the reserves for doubtful accounts shown on the Final Closing Balance Sheet) in the ordinary course of business without the necessity of commencing Litigation, (d) are subject to no counterclaim or setoff and (e) are not in dispute. Section 3.7 of the Disclosure Schedule contains an aged schedule of accounts receivable as of the date that is two Business Days prior to the Closing Date.
Transferred Receivables. All Transferred Receivables currently owing to the Seller are completely and accurately listed and aged in the Disclosure Schedule. All such Transferred Receivables were incurred in the normal and ordinary course of business are stated in accordance with GAAP, are fully collectable in the normal and ordinary course of business (i.e., without resort to litigation or assignment to a collection agency), and are not subject to any dispute, counterclaim, defense, set-off or other claim. The Transferred Receivables reflect transactions which were true and correct as to all services rendered or products sold, including image counts for conversion services and time incurred for document preparation and data entry and indexing. The prices charged to clients in the creation of the Transferred Receivables are consistent with that stated on client contracts, whether in writing or agreed to by the client orally.
Transferred Receivables. With respect to each Transferred Receivable relating to such Seller, such Seller represents and warrants that as of the Transfer Date for such Transferred Receivable:
Transferred Receivables. The Transferred Receivables (i) resulted from the sale of goods and services in the ordinary course of business and (ii) represent valid obligations enforceable in accordance with their terms. The reserves for bad debts for such Transferred Receivables are based on historical experience, and represent adequate reserves for all accounts receivables that are or become uncollectible and such reserves were calculated in a manner consistent with past practices.
Transferred Receivables. (i) Transfers(i) Transfers(i)
Transferred Receivables. As of the date of this Agreement, the Company will assign new job numbers to the existing projects with Honeywell and American Axle. All work done and all expenses incurred on such contracts after the date of this Agreement will be charged to such new job number. The Shareholders and the Trustees agree to reimburse the Company in cash, within thirty (30) days after the date of any invoice from the Company, for all costs and expenses incurred with respect to the projects after the date of this Agreement. The agreement set forth in this Section 5.12 shall survive the Effective Time.
Transferred Receivables. The Initially Transferred Receivables and Subsequently Transferred Receivables are sometimes referred to in this Agreement as the "Transferred Receivables."
Transferred Receivables. All Transferred Receivables (a) arose out of arm’s length transactions made in the ordinary course of business consistent with past practice, (b) are the valid and legally binding obligations of the Persons obligated to pay such amounts, (c) are collectible (net of the reserves for doubtful accounts shown on the Final Closing Statement) in the ordinary course of business consistent with past practice without the necessity of commencing Litigation, (d) are subject to no counterclaim or setoff and (e) are not in dispute.