ACCOUNTS AND NOTES RECEIVABLES Sample Clauses

ACCOUNTS AND NOTES RECEIVABLES. Schedule 3.8 sets forth an accurate list as of the Company Unaudited Balance Sheet Date of the accounts and notes receivable of the Company and the Subsidiaries, including receivables from and advances to employees of the Company, employees of the Subsidiaries and the Company Stockholders. Included in Schedule 3.8 is an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. The trade and other accounts receivable of the Company and the Subsidiaries which are classified as current assets on the balance sheet as of the Company Unaudited Balance Sheet Date are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and, subject to the reserve for doubtful accounts, need not be written-off as uncollectible. Except to the extent reflected on Schedule 3.8, such accounts and notes are, subject to the reserve for doubtful accounts, collectible in the amount shown on Schedule 3.8.
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ACCOUNTS AND NOTES RECEIVABLES. The accounts and notes receivable reflected on the Balance Sheet of each Acquired Company are free and clear of any claim, security interest, pledge or lien or Encumbrance of any kind or nature whatsoever, and are good and fully collectible (net of reserves) in the normal course of business within ninety (90) days of said date without setoff, third-party collection efforts or suit, and the subsequently created accounts and notes receivable of the Acquired Companies from the date of the Balance Sheet to the Closing Date will be free and clear of any claim, pledge, security interest or lien or Encumbrance of any kind or nature whatsoever, and will be good and fully collectible in the normal course of business within ninety (90) days of the Closing Date without setoff, third-party collection efforts or suit. There are no pending, nor to the best Knowledge of the Acquired Companies or the Sellers, Threatened disputes with third-party payors as to any claim or receivable of the Acquired Companies, and there are no claims by third-party payors for the repayment or refund or offset of alleged overpayments to the Acquired Companies except those which, individually or in the aggregate, will not have an adverse effect on any of the Acquired Companies' results of operations, financial condition, liquidity, business or prospects. Sellers and Buyers acknowledge that a certain account receivable, currently entered on the books at R$ 478.737,00 has not been credited as an asset in the calculation of working capital. In the event Datalink collects all or part of that account receivable, the proceeds shall be payable to Sellers. The same shall prevail in the case that the right of the Fiscal Authorities to claim against the credit has elapsed.
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ACCOUNTS AND NOTES RECEIVABLES. Schedule 3.20(a) sets forth an aged listing of all accounts and notes receivable of the Company as of March 31, 2013. All accounts and notes receivable of the Company, whether or not reflected on Schedule 3.20(a) or the Financial Statements, (i) are genuine and represent valid, binding and enforceable claims for bona fide amounts due to the Company for goods sold or services performed in the ordinary course of business that have not been rejected, (ii) to the knowledge of the Company, are not subject to any valid defenses, counterclaims or rights of set-off or other reduction other than credits granted in the ordinary course of business for errors in invoicing, pricing or similar matters, (iii) do not represent obligations for goods sold on consignment, on approval or on sale or return basis or subject to any other repurchase or return arrangement, and (iv) are good and collectible in full, within 180 days after first becoming due and payable, at the aggregate recorded amounts thereof, net of any applicable reserve for bad debts shown in the Financial Statement, provided that only those not collected by the Surviving Corporation within two years after the Closing Date shall be deemed to breach this clause (iv). Except as set forth on Schedule 3.20(a), to the knowledge of the Company, no Person is currently contesting or objecting to any account receivable or note receivable.
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ACCOUNTS AND NOTES RECEIVABLES. The accounts receivable of the Company shown on the Balance Sheet have been collected or are collectible in the ordinary course of business in the book amounts thereof after subtracting any allowance for doubtful accounts included in the Balance Sheet or the proceeds of collateral held as security for such receivables and subject to the uncollectability of any account identified in writing by Seller communicated to Seller prior to the Closing.
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ACCOUNTS AND NOTES RECEIVABLES. Schedule 3.8 sets forth an accurate list as of the Company Unaudited Balance Sheet Date of the accounts and notes receivable of the Company and the Subsidiaries, including receivables from and advances to employees of the Company, employees of the Subsidiaries and the Company Stockholder. Included in Schedule 3.8 is an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. The trade and other accounts receivable of the Company and the Subsidiaries which are classified as current assets on the balance sheet as of the Company Unaudited Balance Sheet Date are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and, subject to the reserve for doubtful accounts, need not be written-off as uncollectible.
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ACCOUNTS AND NOTES RECEIVABLES. Schedule 5.8 of the Disclosure Schedule sets forth an accurate list as of the Balance Sheet Date and as of July 31, 1998, of the accounts and notes receivable of the Company and the Subsidiaries, including receivables from and advances to employees of the Company, employees of the Subsidiaries and the Stockholders. Included in Schedule 5.8 of the Disclosure Schedule is an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. The trade and other accounts receivable of the Company and the Subsidiaries which are classified as current assets on the books and records of the Company and its subsidiaries are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and, subject to the reserve for doubtful accounts, are collectible and need not be written-off as uncollectible.
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ACCOUNTS AND NOTES RECEIVABLES. Schedule 3.8 sets forth an accurate list as of the Company Audited Balance Sheet Date of the accounts and notes receivable of the Company, including receivables from and advances to employees of the Company and the Company Stockholder. Included in Schedule 3.8 is an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. The trade and other accounts receivable of the Company which are classified as current assets on the balance sheet as of the Company Audited Balance Sheet Date are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and, subject to the reserve for doubtful accounts, need not be written-off as uncollectible. Except to the extent reflected on Schedule 3.8, such accounts and notes are collectible in the amounts shown on Schedule 3.8.
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Related to ACCOUNTS AND NOTES RECEIVABLES

  • Accounts and Notes Receivable Schedule 5.11 sets forth an accurate list of the accounts and notes receivable of the Company, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the Stockholders, which are identified as such. Except to the extent reflected on Schedule 5.11, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 5.11, net of reserves reflected in the balance sheet as of the Balance Sheet Date.

  • Accounts Receivables The accounts receivable reflected on the Financial Statements and all accounts receivable arising thereafter have arisen from actual and bona-fide transactions in the Ordinary Course of Business consistent with the past practice and are valid and enforceable against the obligors of such accounts receivable, and other than cash discounts in the Ordinary Course of Business consistent with past practices or reserves for bad-debts accrued in accordance with the Accounting Principle, there have been no claims, or any threat of any such claims, of set-off, refusal of payment or other counterclaims relating to the existence thereof or all or any part of the amount thereof. The accounts receivables are collectible in full in accordance with the Ordinary Course of Business consistent with past practice.

  • Bank Accounts; Receivables (a) Part 2.7(a) of the Disclosure Schedule provides accurate information with respect to each account maintained by or for the benefit of the Company at any bank or other financial institution.

  • Receivables (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

  • 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.

  • Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

  • Deposit Accounts and Securities Accounts Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of the Loan Parties’ and their Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

  • Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).

  • 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.

  • 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.

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