Treatment of Accounts Receivable Clause Samples
The 'Treatment of Accounts Receivable' clause defines how outstanding payments owed to a business (accounts receivable) are to be handled, particularly in the context of a transaction such as a sale of a business or assets. This clause typically specifies whether the seller retains the right to collect existing receivables or if those rights are transferred to the buyer, and may outline procedures for collecting, remitting, or adjusting these amounts. Its core function is to clearly allocate rights and responsibilities regarding receivables, preventing disputes over who is entitled to collect and benefit from these outstanding payments after the transaction.
Treatment of Accounts Receivable. VERO II will (i) treat transfers to Company of Accounts Receivable hereunder as a sale for all purposes, including tax and accounting (and shall accurately reflect such sale in its financial statements), and will advise all persons who inquire about the ownership of such Accounts Receivable that they have been sold to Company; (ii) not treat any such Accounts Receivable as an asset on VERO II's books and records; (iii) record in VERO II's books, records and computer files pertaining thereto that such Accounts Receivable have been sold to Company; (iv) pay all taxes, if any, relating to the transfer of such Accounts Receivable after the same have been purchased by Company; (v) not impede or interfere with Company's collection of such Accounts Receivable; (vii) not amend, waive or otherwise permit or agree to any deviation from the terms or conditions of such Accounts Receivable; (viii) use all reasonable efforts to obtain all consents from patients which are required by law in order for Company, or any servicing entity retained by Company, to secure information needed to obtain or to expedite payment from the respective Account Debtors; and (ix) have billed such Accounts Receivable on the same bases and using the same policies and practices that it has used in the past unless Company has been advised in writing of a change prior to the purchase of such Accounts Receivable. Company or its designated representatives from time to time may verify the Accounts Receivable, inspect, check, take copies or extracts from VERO II's books, records and files, and VERO II will make the same available to Company or such representatives at any reasonable time for such purposes.
Treatment of Accounts Receivable. (a) From and after the CLOSING DATE, PURCHASER shall use commercially reasonable efforts to collect in full amount each of the accounts receivable referred to in Article 7.9 (a), provided, however, that
(i) PURCHASER's obligation to use commercially reasonable efforts shall not require PURCHASER to file any lawsuit or initiate other legal proceedings against any party to any such accounts receivable, unless the terms of any existing credit insurance (Kreditversicherung) provide otherwise in which case SELLER shall bear the costs of such legal proceedings (unless such costs are covered by the respective credit insurance), and
(ii) SELLER shall provide to PURCHASER assistance reasonably requested by PURCHASER in its efforts to collect such accounts receivable. In the event that at the expiration of six months after the respective due dates certain of such accounts receivable shall not have been collected by the COMPANY or the SUBSIDIARY with commercial reasonable efforts in accordance with this Article 8.5, SELLER shall, at PURCHASER's election, acquire these accounts receivable against payment of the respective uncollected amount subject to any adjustments made in the CLOSING BALANCE SHEET (Teilwertabschreibung). If PURCHASER decides against the acquisition by SELLER of any such accounts receivable, SELLER shall be released from its obligation to compensate PURCHASER for the respective receivables.
(b) Any accounts receivable of the COMPANY within the meaning of Section 266 subsection 2 B. II. 2. and 3. HGB shall be compensated by SELLER to PURCHASER, if and to the extent such accounts receivable prove to be uncollectable within ten days after their respective due dates.
Treatment of Accounts Receivable. All accounts receivable of Seller arising prior to the Closing shall remain the property of Seller, and Seller shall have the right to pursue collection of such receivables through reasonable methods after the Closing Date. Seller shall be entitled to retain (and if received by Buyer, Buyer shall remit to Seller within five (5) business days after receipt) all payments made on receivables after Closing until such time as the pre-Closing receivables have been paid in full. Buyer shall be entitled to retain (and if received by Seller, Seller shall remit to Buyer within five (5) business days after receipt) all payments made on receivables of Buyer. At or immediately after Closing, Seller shall provide Buyer a true and accurate schedule of accounts receivable related to the Business as of the Closing Date.
Treatment of Accounts Receivable. (a) All Accounts Receivable currently outstanding as of the Closing Date that are subject to the lien under the FastPay Agreement and lien under the Horizon Agreement are “Factored Accounts Receivable”; provided that, for the avoidance of doubt, no Accounts Receivable currently outstanding as of the Closing Date owing to a foreign Subsidiary or foreign Affiliate of Assignor from any account debtor/customer located outside of the United States is subject to the lien under the FastPay Agreement or the lien under the Horizon Agreement and do not constitute a Factored Account Receivable. Collections of Factored Accounts Receivable that are invoiced after the Closing Date and that include accruals for periods prior to the Closing Date shall be prorated, with the prorated amount for the accrual prior to the Closing Date constituting a collection of Factored Accounts Receivable (except for Factored Accounts Receivable due from Publicis in respect of services performed by Zeta pursuant to the Consent Agreement dated as of October 31, 2019 as to which the proration date shall be November 1, 2019 instead of the Closing Date). At Closing, FastPay and Horizon shall retain its lien on such Factored Accounts Receivable (but no other Accounts Receivable of Assignor) until the FastPay Payoff Date and maintain dominion over such Factored Accounts Receivable in accordance with this Section 3.2. Horizon shall retain its lien on the Factored Accounts Receivable (but no other Accounts Receivable of Assignor) until Horizon has received $5,000,000 from collection of the Factored Accounts Receivable as provided in Section 3.2(b)(ii). Notwithstanding the foregoing and for avoidance of doubt, FastPay and Horizon shall retain their liens on Excluded Assets.
(b) From and after Closing, all of the collected Factored Accounts Receivable shall be shared as follows:
(i) eighty percent (80%) to FastPay and, subject to the Clawback Right, twenty percent (20%) to Zeta until FastPay has received payment of all sums due, which amount is the total of all sums due or chargeable under the FastPay Agreement, that continue to accrue, will be updated upon request and at the time of Closing are estimated to be $9,059,238.53 and as calculated on Schedule 3.2(b)(i) attached hereto (which amount shall be reduced by the cash payments made to FastPay in accordance with this Agreement and the Publicis Employee Referral Agreement) (“FastPay Payoff Amount”), then
(ii) eighty percent (80%) to Horizon and twe...
Treatment of Accounts Receivable. Section 14.8.