Accounts Payable and Accounts Receivable Clause Samples
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Accounts Payable and Accounts Receivable. All of the accounts payable of the Company reflected in the Balance Sheet were, and those reflected on the books of the Company on the Closing Date will have been, as of the Closing Date, incurred in the ordinary course of the Company's business. All Accounts Receivable of the Company reflected in the Balance Sheet have arisen, and those reflected on the books of the Company on the Closing Date will arise, from bona fide transactions in the ordinary course of business of the Company. The charges, accruals and reserves on the books of the Company in respect of the accounts payable and the Accounts Receivable were calculated in a manner consistent with past practice. The Company has not accelerated the collection of its Accounts Receivable, or slowed down the payment of accounts payable, in each case, outside the ordinary course of the Company's business.
Accounts Payable and Accounts Receivable. Except in the ordinary course of business, take any action reasonably likely to (i) accelerate the payment of customer accounts receivable (including by shortening payment terms, providing incentives for early payment or otherwise), or (ii) delay the payment on accounts payable to suppliers, vendors or others;
Accounts Payable and Accounts Receivable. (i) Except as set forth on Schedule 5.07(f), all of the accounts payable of the Company and its Subsidiaries, whether reflected in the balance sheets referred to in Section 5.07(a), on the Closing Balance Sheet or otherwise on the books of the Company and its Subsidiaries on the Closing Date, (A) were (or will have been as of the Closing Date) incurred in the ordinary course of the Company’s business consistent with past practice, (B) arose or will arise from the purchase of goods or services on customary trade terms in the ordinary course of business, (C) accurately reflect all amounts owed by the Company and its Subsidiaries with respect to trade accounts due and other payables as of the respective dates thereof or the Closing Date, as the case may be, and (D) are not secured by any Lien, except for Permitted Liens. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of the accounts payable were calculated in a manner consistent with GAAP and are adequate. Since June 30, 2003, neither the Company nor any of its Subsidiaries has paid any of its accounts payable after the date on which the Company or such Subsidiary would have paid such account payable in the ordinary course of the Company’s business consistent with past practice.
(ii) Except as set forth on Schedule 5.07(f), all Accounts Receivable of the Company and its Subsidiaries, whether reflected in the balance sheets referred to in Section 5.07(a) or otherwise on the books of the Company and its Subsidiaries on the Closing Date, (A) have arisen (or will have arisen as of the Closing Date) from bona fide transactions in the ordinary course of business of the Company and its Subsidiaries consistent with past practice, (B) arose or will arise from the sale of goods or services on customary trade terms in the ordinary course of business, and (C) are and will be, as of the Closing Date, current and collectible and will be collected in full within 90 calendar days after the Closing Date net of any reserves specifically set forth on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice). Since December 31, 2002, neither the Company nor any of its Subsidiaries has collected any of its accounts receivable prior to the earlier of (i) the date on which such Account Receivable is due in accordance with its terms, and (ii) the date on which the Company or such Subsidiary would have collected such Account Receivable in t...
Accounts Payable and Accounts Receivable. The Vendors’ Disclosure Letter contains a true and complete aged list of all Accounts Payable and a true and complete aged list of all Accounts Receivable, in each case as of August 31, 2019. The Accounts Receivable shown on the Interim Balance Sheets (subject to reserves for non- collectability as reflected therein) and all receivables acquired or generated by the Acquired Companies since May 31, 2019 are bona fide receivables and represent amounts due with respect to actual arm’s length transactions entered into in the ordinary course of business consistent with past practice and are collectable at their recorded amounts. Any reserves for non-collectability have been reflected on the Interim Balance Sheets in accordance with IFRS and are adequate. No such receivable has been assigned or pledged to any other Person and no defence of set-off or similar right to any such receivable has been asserted by the account obligor. There has been no Material Adverse Change since the date of the Financial Statements in the amount of Accounts Receivable or other debts due to any of the Acquired Companies or the allowances with respect thereto, or Accounts Payable of the Acquired Companies, from that reflected in the Financial Statements.
Accounts Payable and Accounts Receivable. RMTD shall assume all liability of LOTS with respect to all accounts payable (the “Accounts Payable”), and shall be entitled to all accounts receivable of LOTS, as of the Closing Date (as hereinafter defined), whether or not incurred prior to or after the same. The Parties shall cooperate with one another following the Closing Date to ensure that all accounts payable and accounts receivable are properly allocated and paid in accordance with the preceding sentence.
Accounts Payable and Accounts Receivable. (a) No Group Company is delinquent in its payment of any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Group Company and the third party have agreed to such deferral).
(b) Except as specifically set forth on Schedule 3.23(b), all accounts receivable of the Group Companies: (i) have arisen only from bona fide transactions in the Ordinary Course; (ii) represent valid and enforceable obligations; (iii) are fully collectable no later than 90 days from the date of invoice related to such account receivable net of amounts reserved in accordance with GAAP and reflected in the calculation of Net Working Capital; (iv) are expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim; and (v) are owned by the Group Companies free of any Liens (other than Permitted Liens). No discount or allowance from the face amount of any receivables has been made or agreed to and none represents ▇▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services. Except as set forth on Schedule 3.23(b), there is no single debtor of the Group Companies that has refused or, to the Knowledge of the Company, threatened to refuse to pay obligations to the Group Companies that exceeds $10,000, and the debtors of the Group Companies have not refused or, to the Knowledge of the Company, threatened to refuse to pay obligations to the Group Companies that exceed $20,000 in the aggregate, in each case, for any reason and, to the Knowledge of the Company, no debtor of the Group Companies that has since January 1, 2016 filed for or has been declared bankrupt by a court of competent jurisdiction or that is subject to any bankruptcy proceeding. Schedule 3.23(b) sets forth a complete and accurate accounts receivable aging report for the Group Companies as of December 31, 2017.
Accounts Payable and Accounts Receivable. The Vendor represents and warrants that, to the best of his knowledge and belief, the information contained in the lists of the Vendor's accounts payable and accounts receivable attached hereto as Schedule "C" is true and accurate as at the Effective Date. Since the date thereof no material financial changes have taken place which would alter the substantial value of the business of the Vendor prior to the close of the transactions contemplated herein.
Accounts Payable and Accounts Receivable. (a) No later than fifteen (15) business days following the Closing, Seller shall deliver to Buyer a statement prepared by Seller in good faith, certified by the chief accounting officer of Seller on behalf of Seller, setting forth a list of (i) all accounts receivable of the Business as of the Closing Date and (ii) all accounts payable of the Business as of the Closing Date, in each case, based on the actual knowledge of such chief accounting officer.
(b) All payments and reimbursements made by any third party in the name of or to Seller in connection with or arising out of the Business, shall be held by Seller in trust for the benefit of Buyer, and within ten (10) business days after receipt by Seller of any such payment or reimbursement, Seller shall pay over to Buyer the amount of such payment or reimbursement, together with all corresponding notes, documentation and information received by Seller in connection therewith.
Accounts Payable and Accounts Receivable. Except as set forth on Schedule 4.1(x), on the Closing Date the G▇▇▇▇▇▇▇▇ Business Entities and the Company have no outstanding accounts or monies due C&K or the Sellers, and C&K or the Sellers have no outstanding accounts or monies due the G▇▇▇▇▇▇▇▇ Business Entities and the Company. Except as set forth on Schedule 4.1(x), all accounts payable by the Company and accounts receivable due the Company by C&K, the Sellers or the G▇▇▇▇▇▇▇▇ Business Entities shall be paid prior to Closing by C&K, the Sellers or the G▇▇▇▇▇▇▇▇ Business Entities. The Financial Statements include adequate reserves for uncollectible accounts receivable of the Company. d. (y)
Accounts Payable and Accounts Receivable. Schedule 3.1.30 contains a true and complete aged list of all Accounts Payable and a true and complete aged list of all Accounts Receivable of the Corporation, in each case as of the month-end prior to the Closing Date and, in both cases, categorized depending on whether they are owed to or receivable from a Related Party to the Corporation. The Accounts Receivable shown on the Financial Statements (subject to reserve for non collectability as reflected therein) and all receivables acquired or generated by the Corporation since December 31, 1999 are BONA FIDE receivables and represent amounts due with respect to actual transactions entered into in the ordinary course of Business consistent with past practice and are collectable at their recorded amounts. Such reserves for non collectibility have been reflected on the Financial Statements in accordance with GAAP and are adequate. No such receivable has been assigned or pledged to any other Person and no defense of set-off or similar right to any such receivable has been asserted by the account obligor.