Delinquent Accounts Receivable Sample Clauses

Delinquent Accounts Receivable. The Purchase Price shall be adjusted downward in an amount equal to any delinquent Accounts Receivable in excess of the reserve therefor set forth on the 6/30/96 Working Capital Balance Sheet (as defined below) and calculated in a manner consistent with past practices of the Seller (the "Accounts Receivable Adjustment"); provided that the aggregate amount of all adjustments shall be paid solely out of and capped at an amount equal to the balance of the then Escrow Fund held pursuant to the Escrow Agreement. Accounts Receivable shall be considered to be delinquent if they are outstanding at June 30, 1996 and are not collected - within the twelve (12) month period following the close of business on June 30, 1996.
Sample 1
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Delinquent Accounts Receivable. Buyer shall use commercially reasonable efforts for a period of 180 days following the Effective Time in accordance with applicable Regulations to collect delinquent Accounts Receivable and Sellers shall reimburse Buyer for (i) any and all amounts which Buyer does not collect, (ii) interest thereon at the Interest Rate with respect to any uncollected accounts receivable from the 91st day through the date of reimbursement by Seller, and (iii) any and all unpaid collection costs, provided that Buyer transfer such delinquent Accounts Receivables to Sellers upon such reimbursement. Buyer shall have no obligation to use a collection agency or to commence any Action in connection with its collection efforts. 5.07
Sample 1
Delinquent Accounts Receivable. Section 4.2(a) of the Agreement and paragraph C of Amendment No. 1 is amended and restated in its entirety as follows:
Sample 1
Delinquent Accounts Receivable. The Purchase Price shall be adjusted downward in an amount equal to any delinquent Accounts Receivable in excess of the reserve therefor set forth on the 6/30/96 Working Capital Balance Sheet (as defined below) and calculated in a manner consistent with past practices of the Seller (the "Accounts Receivable Adjustment"); provided that, the aggregate amount of all adjustments shall be satisfied solely by Purchaser's right of set-off from its obligations under the Notes on a dollar-for-dollar basis, following the procedures set forth in Article XVI-A. Accounts Receivable shall be considered to be delinquent if they are outstanding at June 30, 1996 and are not collected within the twelve (12) month period following the close of business on June 30, 1996.
Sample 1
Delinquent Accounts Receivable. The Purchase Price shall be adjusted on a dollar-for-dollar basis to the extent Buyer is unable to collect the accounts receivable set forth on the Closing Working Capital Statement (the “Transferred Accounts Receivable”) within 180 days after the Closing Date. Promptly following 180 days from the Closing Date, Buyer shall calculate and deliver to Sellers a notice setting forth the aggregate amount of uncollected Transferred Accounts Receivable (“Uncollected Receivables”). In calculating the Uncollected Receivables, the following protocol shall apply: (a) payments referencing an invoice shall be credited against such invoice; (b) payments that do not reference an invoice, but that are in the exact amount of an invoice (or the undisputed portion of an invoice) shall be credited to such invoice; and (c) all other payments shall be credited to the oldest undisputed invoice. Within thirty (30) days of Sellers’ receipt of Buyer’s calculation of the amount of Uncollected Receivables, Sellers agree to pay to Buyer the full amount of any Uncollected Receivables in immediately available United States Dollars by wire transfer to a bank account designated by Buyer. Upon Sellers’ payment of the amount of Uncollected Receivables calculated by Buyer, Buyer shall assign and transfer all rights, title, and interest in and to the Uncollected Receivables to Sellers. Following such assignment, if Buyer collects the value of any of the Uncollected Receivables for which Buyer has received payment from Sellers, Buyer shall remit said payment(s) to Sellers within thirty (30) days of receipt of payment(s) of the Uncollected Receivables. The Parties agree that Buyer shall cause the Company to use commercially reasonable efforts to collect the Transferred Accounts Receivable within the 180 days after the Closing Date. Buyer shall preserve and shall make available to Sellers (in the event of any claim for payment by Buyer under this Section 1.4) all books and records relating to the Transferred Accounts Receivable. Notwithstanding any of the foregoing, Buyer shall have the option to decline to transfer any Uncollected Account Receivable in its sole and absolute discretion. If Buyer does elect not to transfer any Uncollected Accounts Receivable, Sellers shall have no obligation to make any payment to Buyer therefor.
Sample 1
Delinquent Accounts Receivable. From and after the date that is six (6) months from the date hereof, at no time shall accounts receivable for operations at any Facility that are unpaid for more than ninety (90) days exceed 30% of such Facility’s total outstanding accounts receivable.
Sample 1
Delinquent Accounts Receivable. To the extent that Buyer has collected any unpaid receivables described in Section 3.3(c)(x) between the last day of the Collection Period and the Determination Date, (i) if the Final Net Working Capital is greater than the Target Net Working Capital, then Buyer shall, at the same time as the payment pursuant to Section 3.3(b) (to the extent not causing a double payment for any amounts included as Current Assets in the determination of the Final Net Working Capital), pay the amount collected by wire transfer in immediately available funds to Seller, and (ii) if the Final Net Working Capital is less than the Target Net Working Capital, then Buyer shall apply such amount as a credit against the amount required to be paid by Seller pursuant to Section 3.3(b) (to the extent not resulting in a double credit for any amounts included as Current Assets in the determination of the Final Net Working Capital). Buyer shall also assign its right in any remaining unpaid receivables to Seller concurrently with the delivery of the Final Closing Report. Buyer shall use reasonable commercial efforts consistent with past practices (but shall not be obligated to undertake any collection process or legal action) to collect the receivables, or to incur any material costs in excess of general items of overhead, and shall not compromise or otherwise settle any such receivables without Seller’s prior written consent. Seller shall have no liability to Buyer for any damages for any unpaid receivables not included as a Current Asset except for the amount of any adjustment under Section 3.3(c)(x). Buyer shall remit to Seller on a monthly basis for the first six (6) months and a quarterly basis thereafter any payments Buyer receives for unpaid receivables assigned to Seller pursuant to this Section 3.3(d) or comprising Write-Offs.
Sample 1
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Related to Delinquent Accounts Receivable

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

  • 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).

  • 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.

  • 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; Inventories The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

  • 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.

  • 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.

  • No Delinquent Receivables As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

  • 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. No accounts payable of the Company are over forty-five (45) days old.

  • 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.

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