Foreign Receivables Sample Clauses

Foreign Receivables. Beginning no later than 90 days after the Closing Date, Borrower shall pledge, or cause to be pledged, Foreign Receivables to Lender pursuant to security documents reasonably acceptable to Lender (it being understood that Borrower shall use its commercially reasonable best efforts to provide Lender with such pledge on terms and conditions as similar to the terms and conditions of the Security Agreement as possible under the circumstances) having a value for GAAP purposes (net of any allowances for doubtful accounts) at all times of not less than $13,000,000. For the avoidance of doubt, Foreign Receivables pledged to Lender pursuant to this Section shall not be subject to any Liens except Liens in favor of Lender.
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Foreign Receivables. The account debtor is outside of the United States, unless supported by foreign credit insurance in form and amount acceptable to Bank in its sole discretion.
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Foreign Receivables. As soon as practicable but in any event on or before January 15, 2006, the Borrower shall (i) cause all accounts receivable arising from the operations of PRG-Xxxxxxx UK Ltd. in the United Kingdom (excluding accounts receivable owed by clients for auditing services performed by independent contractors hired by PRG-Xxxxxxx UK, Ltd.) (the "UK Receivables") to be pledged to the Lender as collateral for the Credit Party Obligations pursuant to documentation satisfactory to the Lender, (ii) cause all accounts receivable arising from the operations of PRG-Xxxxxxx Canada Corp. in Canada (the "Canadian Receivables", and together with the UK Receivables, the "Foreign Receivables") to be pledged to the Lender as collateral for the Credit Party Obligations pursuant to documentation satisfactory to the Lender, (iii) execute such other documents or instruments (including, without limitation, a guaranty by any such Subsidiaries or Affiliate of the Credit Party Obligations, limited in amount to the value of the UK Receivables or the Canadian Receivables, as applicable) as may be reasonably requested by the Lender in connection with such pledge to ensure that the Lender has a first priority perfected security interest in such Foreign Receivables (collectively, the "Foreign Receivables Documentation").
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Foreign Receivables. Notwithstanding anything in this Agreement to the contrary, no Receivable, the Obligor of which is a resident of a jurisdiction other than the United States, Canada or Mexico, shall be sold, transferred or otherwise assigned by any Originator to the Company hereunder unless and until Company shall have notified such Originator in writing that such Receivable is acceptable for purchase hereunder.
Sample 1
Foreign Receivables. As to any RECEIVABLE from an ACCOUNT DEBTOR not domiciled in the United States of America or which otherwise arises in connection with INVENTORY for export sales or export accounts receivable and contract rights, the BORROWERS shall execute all documents and instruments and shall take all steps or actions as may be required by the LENDER to ensure that such RECEIVABLE is covered by export credit insurance insuring comprehensive (commercial and political) risks as the LENDER may deem necessary or advisable, or if approved by the LENDER, fully secured by a perfected assignment of proceeds of an irrevocable confirmed letter of credit issued by a United States bank fully acceptable to the LENDER in form and substance.
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Foreign Receivables. Notwithstanding anything to the contrary in Section 2.1(a), the amount of Eligible Receivables included in the Formula Amount owing to any Specified Foreign Subsidiary, shall not exceed the limits set forth in clause (p) of the definition of “Eligible Receivables”, in each case, after application of the applicable Advance Rate.
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Foreign Receivables. In the event Agent receives collections of Receivables in a currency other than Dollars, Agent shall credit to Borrowers' account the Dollar Equivalent of such foreign currency. Borrowers shall indemnify and hold harmless Agent and Lenders from any loss or damage arising as a result of a deficiency in the amount so collected.
Sample 1
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Foreign Receivables. The Minimum Eligibility Requirements with respect to Eligible Receivables include the following: "the Receivable must not be owing from an Account Debtor located outside the United States or Canada (unless pre-approved by GBC in its discretion in writing, or backed by a letter of credit satisfactory to GBC, or FCIA insured satisfactory to GBC)." It is anticipated that GBC may, on a going forward basis, approve for borrowing purposes certain Receivables owing from Account Debtors outside the United States or Canada ("Foreign Receivables"); provided that GBC will only approve such Foreign Receivables as are consistent with the Minimum Eligibility Requirements, that is, among other things, THOSE AS ARE APPROVED BY GBC IN ITS DISCRETION. Further, Receivables owing from Scan Technology, to the extent such Receivables otherwise comply with the Minimum Eligibility Requirements, will be eligible for borrowing purposes if the invoiced Receivables are for product that will be shipped to Iomega's sub-contractors within 45 days and if the payment terms relating thereto require payment within 7 days of shipment thereof.
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Related to Foreign Receivables

  • 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.

  • Government Receivables Take all steps necessary to protect Agent’s interest in the Collateral under the Federal Assignment of Claims Act, the Uniform Commercial Code and all other applicable state or local statutes or ordinances and deliver to Agent appropriately endorsed, any instrument or chattel paper connected with any Receivable arising out of contracts between any Borrower and the United States, any state or any department, agency or instrumentality of any of them.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • 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.

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