Uncollectible Receivables Sample Clauses

Uncollectible Receivables. The parties recognize that it may be difficult to collect certain of the Receivables. At any time, Digimedics may indicate in writing to Continental that it is not able to collect a Receivable for which customer work has been completed at which point Digimedics will be relieved from any obligation to collect such Receivable, which obligation will fall to Continental. In any event, should Digimedics not be able to collect a Receivable within twelve (12) months after Digimedics has completed the work Continental is contracting with Digimedics to do under paragraph 2 below, then Continental may by written notice require that Digimedics cease its efforts and be relieved from any obligation to collect such Receivable, which obligation will fall to Continental. In the event the obligation to collect a Receivable falls on Continental, then whatever amount Continental collects shall be for the sole benefit of Continental.
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Uncollectible Receivables. Without limitation, a Receivable shall be deemed to be uncollectible ("Uncollecttble Receivable") upon the earlier of any of the following events:
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Uncollectible Receivables. All Receivables specified in the books and records of the Seller are collectable completely in the ordinary course of the Seller's business.
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Uncollectible Receivables. (a) The Buyer shall promptly assign each Receivable to the Seller upon the end of the 120-day period following the Closing Date.
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Uncollectible Receivables. Buyer may assign to the Shareholders any and all receivables that the Buyer reasonably determines are uncollectible after the Closing Date (the "Uncollectible Receivables"). In exchange for the assignment of Uncollectible Receivables to the Shareholders, the Shareholders shall pay to Buyer (on a pro rata basis) the total face amount of the Uncollectible Receivable. All Uncollectible Receivables are not subject to the indemnification limitations set forth in Section 10.5. and shall be handled solely through the mechanisms set forth in this Section 7.5 or through the right of offset in Section 2.5. PROFIT SHARING PLAN. Following the Closing, the Shareholders, the Company and the Buyer shall take such steps as are necessary to terminate the Plan consistent with applicable law. The Shareholders hereby assume all liabilities and obligations the Company, the Buyer and any of their employees, officers, directors or agents have or may have relating to the Plan, and the Shareholders, severally and not jointly, shall indemnify and hold harmless the Company, the Buyer and any of their employees, officers, directors or agents against any and all costs, liabilities and expenses relating to the Plan and its termination, including but not limited to attorneys' fees and costs in defending against any such costs, liabilities or expenses.
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Uncollectible Receivables. Before the occurrence of an Accelerated Amortisation Event, the Seller shall be entitled to request the Management Company to transfer back to it (without penalty) any Purchased Receivable which is an Uncollectible Receivables, together with their related Ancillary Rights. The transfer back to the Seller of the Uncollectible Receivables identified in the relevant request, together with their related Ancillary Rights, shall take place on the Payment Date following the delivery of such request. The purchase price of the Uncollectible Receivables repurchased by the Seller shall be the value of such Uncollectible Receivables, as registered in the balance sheet of the Compartment, provided that the Management Company and the Seller can also negotiate and agree any other purchase price.
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Uncollectible Receivables. General Dynamics undertakes to hold the Fund harmless from any risk of loss due to uncollectibility of General Dynamics Receivables or Affiliate Receivables. Should any General Dynamics Receivables or Affiliate Receivables be determined in accordance with General Dynamics's or such Qualified Affiliate's normal business practices to be uncollectible, such receivable shall no longer be deemed to be an Eligible Receivable, and accordingly, the General Dynamics Percentage or the Affiliate Percentage in the remaining General Dynamics Receivables or such Affiliate Receivables, as appropriate, shall be increased in compensation therefor.
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Related to Uncollectible Receivables

  • Reassignment of Ineligible Receivables In the event any -------------------------------------- representation or warranty set forth in Section 2.4(a)(iii) through (viii) is not true and correct as of the date specified therein with respect to any Receivable or Account and such breach has a materially adverse effect on the Certificateholders' Interest in such Receivable or Account, then, within 30 days (or such longer period as may be agreed to by the Trustee) of the earlier to occur of the discovery of any such event by the Transferor or the Servicer, or receipt by the Transferor or the Servicer of written notice of any such event by the Transferor or the Servicer, the Transferor shall accept a reassignment of such Receivable or, in the case of such an untrue representation or warranty with respect to an Account, all Receivables in such Account, on the Determination Date immediately succeeding the day of such discovery or notice on the terms and conditions set forth in the next succeeding paragraph; provided, however, that no such reassignment shall be --------- -------- required to be made with respect to such Receivable if, by the end of such 30- day period (or such longer period as may be agreed to by the Trustee), the breached representation or warranty shall then be true and correct in all material respects and any material adverse effect caused thereby shall have been cured. The Transferor shall accept a reassignment of each such Receivable by directing the Servicer to deduct, subject to the next sentence, the principal amount of such Receivables (reduced by any Discount Factor then in effect) from the Pool Balance on or prior to the end of the Monthly Period in which such reassignment obligation arises. If, following such deduction, the Transferor Interest would be less than the Minimum Transferor Interest, or the Pool Balance would be less than the Minimum Aggregate principal Receivables (less any amounts in the Excess Funding Account), in either case determined as of the immediately preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the Distribution Date following such Determination Date), then not later than 12:00 noon New York City time on the day on which such reassignment occurs, the Transferor shall deposit in the Collection Account in immediately available funds the amount (the "Transfer Deposit Amount") equal to the greater of (i) the amount by which the Transferor Interest would be less than such Minimum Transferor Interest, or (ii) the amount by which the Pool Balance would be less than the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account (in either case, up to the principal amount of such Receivables, reduced by any Discount Factor then in effect); provided that if the Transfer Deposit Amount is not deposited as required by this sentence, then the amounts to be deducted in respect of such Receivables shall only be deducted from the Pool Balance to the extent that the Transferor Interest is not reduced below the Minimum Transferor Interest and the Pool Balance is not reduced below the Minimum Aggregate Principal Receivables (less any amounts in the Excess Funding Account) and the Receivables, the amounts to be deducted in respect of which have not been so deducted, shall not be reassigned to the Transferor and shall remain part of the Trust. Upon reassignment of any such Receivable, but only after payment by the Transferor of the Transfer Deposit Amount, if any, the Trust shall automatically and without further action be deemed to sell, transfer, assign, set over and otherwise convey to the Transferor, without recourse, representation or warranty, all the right, title and interest of the Trust in and to such Receivable, all Collateral Security and all moneys due or to become due with respect thereto and all proceeds thereof. The Trustee shall execute such documents and instruments of transfer or assignment as shall be furnished by the Transferor and shall take such other actions as shall reasonably be requested by the Transferor, to effect the conveyance of such Receivables pursuant to this Section. The obligation of the Transferor to accept a reassignment of any such Receivable and to pay any related Transfer Deposit Amount shall constitute the sole remedy respecting the event giving rise to such obligation available to Certificateholders (or the Trustee on behalf of Certificateholders).

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Collection of Accounts Receivable (a) At the Closing, Sellers' Agents shall designate Purchaser as its agent solely for the purposes of collecting the MMP Accounts Receivable. Purchaser will collect the MMP Accounts Receivable during the period beginning on the Closing Date and ending on the 180th day after the Closing Date (the "Collection Period") with the same care and diligence Purchaser uses with respect to its own accounts receivable and hold all such MMP Accounts Receivable in trust for Sellers until remitted by Purchaser to the Indemnification Escrow Agent or the Collections Account pursuant hereto. Purchaser shall not make any referral or compromise of any of the MMP Accounts Receivable to a collection agency or attorney for collection and shall not settle or adjust the amount of any of the MMP Accounts Receivable without the written approval of Sellers' Agent. If, during the Collection Period, Purchaser receives monies from an account debtor of Purchaser that is also an account debtor of MMP with respect to any MMP Accounts Receivable, Purchaser shall credit the sums received to the oldest account due, except where an account is disputed by the account debtor as properly due, and the account debtor has so notified Purchaser in writing, in which case, payments received shall be applied in accordance with the account debtor's instructions; provided that upon resolution of such dispute if any amounts in dispute are received by Purchaser, Purchaser shall remit such amounts to the Indemnification Escrow Agent in accordance with the Indemnification Escrow Agreement up to the amount of the Additional Indemnification Amount Deposit and, thereafter, to the Collections Account.

  • Collection of Receivables Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

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