Excluded AR definition
Examples of Excluded AR in a sentence
Any and all Excluded AR shall be the property of Seller and Seller may use its discretion in collecting all such Excluded AR for its benefit after the thirty (30) day period following Closing.
Notwithstanding any other provision in this Agreement to the contrary, in order to secure the payment of (i) the Post-Closing Adjustment, if any, pursuant to Section 1.12 hereof, and (ii) the indemnity obligations of the Stockholders pursuant to Section 6.6 and Article IX of this Agreement, Seven Million Three Hundred Seventy Thousand Dollars ($7,370,000) less the amount of the Excluded AR (the “Escrow Deposit”) shall be deposited into and held in escrow pursuant to the terms of the Escrow Agreement.
If any payments on account of Excluded A/R are received by Borrower, Borrower shall be permitted to make a payment to Parent in an amount up to the amount so received, in satisfaction of Borrower's obligations under Section 5.14 of the Combination Agreement.
Seller may engage in its customary billing and collection efforts provided that Seller will not send any outstanding Excluded A/R to collection without Buyer’s consent.
After the Closing Date, Buyer shall promptly forward to Seller any payments received that are on account of the Excluded A/R.
The Parties recognize that the proceeds of certain Excluded A/R may be paid to Purchaser or an Affiliate or Subsidiary thereof, the proceeds of certain Acquired A/R may be paid to Seller or a Subsidiary thereof, certain Excluded A/P may be billed to and paid by Purchaser or a Subsidiary thereof and certain Assumed A/P and Post-Closing Crimson A/P may be billed to and paid by Seller or a Subsidiary thereof.
All amounts received by Borrower on account of Excluded A/R shall not be applied against any of the Obligations and Borrower shall be permitted to make such payments to Parent notwithstanding the occurrence of an Event of Default or Potential Default and notwithstanding any covenant or agreement in any of the Loan Documents that might otherwise prevent, condition or limit such payments.
If Seller receives a payment relating to any Excluded AR that is made payable to Buyer, Seller is hereby authorized by Buyer to endorse and deposit such payment for its own account.
Accordingly, the parties agree to cooperate and to take such actions, including payment as soon as administratively practicable, in cash to each other any such revenues and transfer such receipts, as are necessary to ensure that (i) the benefits relating to Excluded A/R are received by Seller, (ii) the benefits relating to Acquired A/R are received by Buyer, (iii) the liability represented by any Excluded A/P is borne by Seller and (iv) the liability represented by any Assumed A/P is borne by Buyer.
The Parties recognize that the proceeds of certain Excluded A/R may be paid to Purchaser or an Affiliate or Subsidiary thereof, the proceeds of certain Acquired A/R may be paid to Seller or a Subsidiary thereof, certain Excluded A/P may be billed to and paid by Purchaser or a Subsidiary thereof and certain Post-Closing Crimson A/P may be billed to and paid by Seller or a Subsidiary thereof.