ACCOUNTS AND NOTES RECEIVABLES Sample Clauses

The "Accounts and Notes Receivables" clause defines how a party's rights to receive payment from customers or other debtors are treated under the agreement. It typically outlines the procedures for identifying, managing, and possibly transferring these receivables, and may specify how they are valued or collected in the context of the contract. This clause is essential for clarifying ownership and control over outstanding payments, ensuring that both parties understand their rights and obligations regarding these financial assets, and preventing disputes over who is entitled to collect or benefit from such receivables.
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. 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. 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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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. 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. 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 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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Related to ACCOUNTS AND NOTES RECEIVABLES

  • Accounts and Notes Receivable The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11) 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. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregate.

  • 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.

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

  • Accounts Receivable; Accounts Payable (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

  • 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.