Accounts Receivable; Work-in-Process; Accounts Payable Sample Clauses

Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Kenna Business and which was transferred to the Xxxxx XX pursuant to the Conveyance Documents, as being due to the Kenna Business and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Balance Sheet) in the ordinary course of business, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Kenna Business, or the reserves with respect thereto, or accounts payable of the Kenna Business which would have a Material Adverse Effect.
Sample 1See All (5)
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Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Seller as being due to the Seller and reflected on the Balance Sheet represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business, will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefore reflected on the Balance Sheet) in the ordinary course of business, and none of the accounts receivable is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Seller, or the reserves with respect thereto, or accounts payable of the Seller which would have a Material Adverse Effect.
Sample 1
Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including unbilled invoices for services and out-of-pocket expenses) and other debts, in each case, which are due or recorded in the records and books of account of the Company and its Subsidiaries as being due to the Company or any Subsidiary represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business and will be good and collectible in the Ordinary Course of Business in accordance with the Company’s historical rates of collection of such amounts as measured over the six-month period prior to the Execution Date, and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is, or will be, subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. There has been no change since March 31, 2006 in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Company and its Subsidiaries, or the reserves with respect thereto, or accounts payable of the Company and its Subsidiaries which would have a Material Adverse Effect.
Sample 1
Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Company as being due to the Company and reflected on the Balance Sheet represent or will represent valid obligations arising from services performed by the Company in the ordinary course of business, will be good and collectible in full in the ordinary course of business (less the amount of any provision, reserve or similar adjustment therefore reflected on the Balance Sheet and the Closing Date Balance Sheet) and will not be subject to any counterclaim or set off (except to the extent of any provision, reserve or similar adjustment therefore reflected on the Balance Sheet and the Closing Date Balance Sheet). There has been no material change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable or other debts due to the Company or the reserves with respect thereto, or accounts payable of the Company, in each case other than in the ordinary course of business or as set forth on Schedule 3.23.
Sample 1
Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded on the Balance Sheet as being due to the Company and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full in the ordinary course of business (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet and the Closing Balance Sheet), and none of the accounts receivable or other debts (or accounts receivable arising from any such work-in-process or unbilled invoices) is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. The accounts payable set forth on the Balance Sheet, and the accounts payable incurred since the Balance Sheet Date through the Closing Date, represent trade payables resulting from bona fide transactions incurred in the ordinary course of business. There has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Company, or the reserves with respect thereto, or accounts payable of the Company, which would have a Material Adverse Effect.
Sample 1
Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Company and reflected on the Balance Sheet and the Closing Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Except as set forth on Schedule 3.18, there has been no change since the Balance Sheet Date in the amount or aging of the work-in-process, accounts receivable, unbilled invoices, or other debts due to the Company, or the reserves with respect thereto, or accounts payable of the Company which would have a Material Adverse Effect on the Company.
Sample 1
Accounts Receivable; Work-in-Process; Accounts Payable. The amount of all work-in-process, Accounts Receivable, unbilled invoices (including, unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Company or any Subsidiary as being due to the Company or such Subsidiary and reflected on the Financial Statements represent or will represent valid obligations arising from services performed by the Company or such Subsidiary in the ordinary course of business. There has been no material change since the Balance Sheet Date in the amount or aging of the work-in-process, Accounts Receivable or other debts due to the Company or the reserves with respect thereto, or accounts payable of the Company or any Subsidiary, in each case, other than in the ordinary course of business.
Sample 1
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Related to Accounts Receivable; Work-in-Process; Accounts Payable

  • 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.

  • 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 Receivable and Accounts Payable 7 (a) General.....................................................7 (b)

  • 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 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.

  • 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.

  • Accounts Receivable and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. Except as set forth on Schedule 5(g), no accounts payable of the Company are, at this date, over 45 days old and no accounts payable of the Company will be over 45 days old at the Closing Date.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

  • Accounts Payable To the extent not apportioned at Closing, any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Closing Date shall be retained by Seller and promptly allocated to Seller and evidence thereof shall be provided to Buyer, and Buyer shall not be or become liable therefor, except as expressly assumed by Buyer pursuant to this Contract, and invoices received in the ordinary course of business prior to Closing shall be allocated to Seller at Closing.

  • Lockbox Accounts The names and addresses of all the Lockbox Banks, together with the account numbers of the Lockbox Accounts of the Seller at each Lockbox Bank and the post office box numbers of the lockboxes, are listed on Schedule 6.1(o) (or have been notified to and approved by the Agents in accordance with Section 7.3(d)) and are the only post office boxes and accounts into which Collections of Receivables are deposited or remitted. The Seller has not granted any Person, other than the Administrative Agent for the benefit of the Secured Parties as contemplated by this Agreement, control of any lockbox or Lockbox Account, or the right to take control of any such lockbox or Lockbox Account at a future time.

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