Accounts Receivable Adjustment Clause Samples
The Accounts Receivable Adjustment clause allows for modifications to the amounts owed by customers to a business, typically in response to errors, disputes, or agreed-upon changes in invoicing. In practice, this clause may be invoked if an invoice contains a miscalculation, if goods are returned, or if discounts or credits are applied after the original billing. Its core function is to ensure that the financial records accurately reflect the true amount due, thereby preventing disputes and maintaining transparency between parties.
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Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following:
(a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future.
(b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices.
(c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero.
(d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof.
(e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.
Accounts Receivable Adjustment. Seller shall prepare and deliver to Buyer no later than the close of business on May 20, 1997 a schedule showing all payments made on account of the "Opening Accounts Receivable" as set forth in Schedule 2.2. attached hereto and made a part hereof through May 19, 1997 (the "Receivable Payments") . For the purposes hereof the Opening Accounts Receivable shall be deemed to be those scheduled accounts receivable (gross) on the books and records of the Seller as of March 17, 1997 which the parties agree aggregated to $2,314,651. The parties agree that the Initial Purchase Price shall be reduced dollar for dollar by the sum of the Receivable Payments (the "Receivable Adjustment"). At the Closing or thereafter as the case may be, Seller agrees to deliver to Buyer a any proceeds received by it on account of the opening Accounts Receivable and not reflected on Receivable Payment Schedule; provided, however, that Seller need not deliver any such payments received after the Closing more frequently than on a bi-weekly basis.
Accounts Receivable Adjustment. As promptly as practicable following December 31, 2008, the Parties will determine the amount of 2007 Accounts Receivable that were collected during the 12 month period following the Closing (the “2007 A/R Collections”). The sum resulting by deducting the 2007 A/R Collections from the 2007 Accounts Receivable is the “A/R Adjustment.” The then outstanding principal balance of the Promissory Note shall be reduced by the full amount of the A/R Adjustment. After the A/R Adjustment has been calculated, and applied to the Promissory Note, the remaining uncollected 2007 Accounts Receivable shall be assigned to the Seller Representative.
Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Seller in existence as of the Closing (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount") as of the 90th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Purchaser has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the Purchaser shall assign any such uncollected Accounts Receivable to the Seller.
Accounts Receivable Adjustment. If the Base Gross AR Amount is less than $6,152,200, then, subject to Section 1.6(e), the Purchase Price shall be decreased by, and SCI shall pay to Buyer, an amount equal to the discounted present value of the amount by which the Base Gross AR Amount is less than $6,476,000, using a discount rate of .065 and a discount period of three (3) years. If the Base Gross AR Amount is greater than $6,799,800, then, subject to Section 1.6(e), the Purchase Price shall be increased by, and Buyer shall pay to SCI, an amount equal to the discounted present value of the amount by which the Base Gross AR Amount is greater than $6,476,000, using a discount rate of .065 and a discount period of three (3) years. If the Base Gross AR Amount is greater than or equal to $6,152,200, but less than or equal to $6,799,800, then no adjustment shall be made to the Purchase Price, and no amount shall be due by any party hereto, under this Section 1.6(b).
Accounts Receivable Adjustment. If the Surviving Corporation, within the six (6) month calendar period immediately following the Closing Date, does not collect a total of Eight Hundred Thousand and 00/100 Dollars ($800,000.00) in accounts receivable, then the Transaction Consideration shall be reduced dollar for dollar by the A/R Adjustment. The “A/R Adjustment” shall equal the difference between the amount of accounts receivable collected by the Surviving Corporation during such time period and Eight Hundred Thousand and 00/100 Dollars ($800,000.00). PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Shareholder within seven (7) days after the end of the six (6) month period.
Accounts Receivable Adjustment. If the Surviving Corporation does not collect, within the six (6) month calendar period immediately following the Closing Date, a total of Ninety Three Thousand and No/100 Dollars ($93,000) in accounts receivable which it acquires pursuant to this Agreement, then the Shareholder shall pay to PainCare the “A/R Adjustment” (as hereinafter defined), if any. The “A/R Adjustment” shall equal the difference (but not less than zero) obtained by subtracting (1) the amount of accounts receivable actually collected by the Surviving Corporation during such time period from (2) the amount stated in the immediately preceding sentence. PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Shareholder within thirty (30) days after notice given to the Shareholder of the amount of the A/R Adjustment together with an accounting showing original balance of, and the amount collected on, each account receivable the Subsidiary acquired pursuant to this Agreement.
Accounts Receivable Adjustment. To the extent that ProMedCo-SW is unable to collect $530,236 from SELLER's Accounts Receivable within 120 days after the Closing, the Cash Consideration shall be reduced on a dollar for dollar basis. 0400630.14 080020-015 05/07/97 (1)
Accounts Receivable Adjustment. If the Subsidiary, within the twelve (12) month calendar period immediately following the Closing Date, does not collect a total of at least Six Hundred Thousand and 00/100 Dollars ($600,000.00) from the accounts receivable purchased pursuant to this Agreement (the “Acquired Accounts Receivable”), then the Initial Transaction Consideration shall be reduced dollar for dollar by the A/R Adjustment. The “A/R Adjustment” shall equal the difference between Six Hundred Thousand and 00/100 Dollars ($600,000.00) and the amount of the Acquired Accounts Receivable actually collected by the Subsidiary during such twelve (12) month period. Buyer shall receive payment for the A/R Adjustment through a lump sum cash payment from the Seller within seven (7) days after the end of the twelve (12) month period.
Accounts Receivable Adjustment. Within ten (10) business days after June 30, 1997, the Purchaser shall prepare and deliver to the Seller a certificate describing the Accounts Receivable Adjustment determined in accordance with Section 4.2(a) above; provided that the Accounts Receivable Adjustment shall be paid solely out of, and capped at an amount equal to, the then balance of the Escrow Fund held pursuant to the Escrow Agreement; and provided further that such claim for adjustment shall be submitted for consideration and payment in accordance with the terms and conditions of the Escrow Agreement. In the event of any such Accounts Receivable Adjustment, delinquent Accounts Receivable in the principal amount equal to such Accounts Receivable Adjustment (as mutually selected by the Purchaser and the Seller) shall be reassigned to the Seller.