Accounts Receivable and Accounts Payable Sample Clauses
The 'Accounts Receivable and Accounts Payable' clause defines how the parties will handle outstanding amounts owed to or by each other under the agreement. It typically outlines the procedures for invoicing, payment timelines, and the management of any credits or offsets between the parties. For example, it may specify when invoices must be issued, how disputes over amounts are resolved, and the consequences of late payments. This clause ensures clear financial management between the parties, reducing the risk of misunderstandings or disputes over payments and receivables.
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Accounts Receivable and Accounts Payable. (a) As and when the same are received by Purchaser, Purchaser shall pay Seller the full amount of all accounts receivable outstanding as of the date of Closing owing from any present guests of the Hotel incurred during the pre-Closing portion of that guest’s present stay, and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection made from any person or entity who is indebted to the Hotel both with respect to accounts receivable accruing prior to the Closing and to the accounts receivable accruing subsequent to the Closing (other than Included Accounts Receivable), such collection shall be applied as designated by the payor, but if there is no designation, then any such collections received within ninety (90) days after the Closing shall be applied first to the indebtedness accrued subsequent to the Closing, but thereafter, any such collections shall be applied first to the payment of any amounts due to Purchaser on accounts accruing prior to the Closing.
(b) Purchaser shall be credited, at Closing, for any accounts payable outstanding on the date of Closing, with respect to the operation of the Hotel prior to Closing, except those accounts payable that are disputed by Seller. Seller shall identify all such disputed accounts payable as provided in Section 4.7(c) and shall indemnify, defend and hold Purchaser harmless against any liability arising out of any accounts payable dispute(s) so identified by Seller. The accounts payable for which Purchaser ...
Accounts Receivable and Accounts Payable. (a) All Accounts Receivable of the Company and its Subsidiaries are valid receivables that have arisen from bona fide transactions entered into on an arms’ length basis in the ordinary course of business. The Accounts Receivable of the Company and its Subsidiaries are current and to Knowledge of the Company are collectible net of the reserve shown on the balance sheet included in the Financial Statements dated as of the Balance Sheet Date (which reserve is adequate and calculated in accordance with GAAP). Subject to such reserve, the Accounts Receivable have either been or will be collected in full, without any setoff, expense, or other reduction, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense, or right of setoff, other than returns in the ordinary course of business, with respect to any Accounts Receivable. Schedule 4.9 lists and sets forth the aging of all Accounts Receivable as of the Balance Sheet Date.
(b) The accounts payable of the Company and its Subsidiaries are properly reflected on the Financial Statements, and arose from bona fide transactions with non-Affiliated third parties in the ordinary course of business.
Accounts Receivable and Accounts Payable. The Accounts Receivable reflected on the Year-End Balance Sheet and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by TransTex in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of TransTex not, to the Knowledge of TransTex, subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) are collectible in full within 90 days after billing. Section 4.21(a) of the Disclosure Schedules sets forth a complete and accurate list of all Accounts Receivable as of February 29, 2012 (which shall be updated to a date no more than three (3) days prior to Closing). All of the Accounts Payable have arisen from bona fide transactions entered into by TransTex in the Ordinary Course of Business and exclude (a) intercompany payables owing to Affiliates of TransTex and (b) any debt, loans, or credit facilities to financial institutions. Section 4.21(b) of the Disclosure Schedules sets forth a complete and accurate list of all Accounts Payable reflecting all invoices that have been received by TransTex, as of February 29, 2012 (which shall be updated to a date no more than three (3) days prior to Closing), and such schedule includes the amounts alleged to be owed, due dates and payees. Accounts Payable are paid in accordance with any agreed upon payment terms and otherwise in the Ordinary Course of Business unless a good faith dispute exists providing a basis for nonpayment.
Accounts Receivable and Accounts Payable. (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice.
(b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.
Accounts Receivable and Accounts Payable. Except as set forth on Section 4.20 of the Landmark Disclosure Schedule, the Accounts Receivable all have arisen from bona fide transactions with independent third parties in the ordinary course of Business and were, on the Landmark Financial Statements, subject to adequate reserves in accordance with and based upon Landmark’s past practice. All Accounts Payable of Landmark have arisen from bona fide transactions in the ordinary course of Business and are to be paid in accordance with normal trade practice.
Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding Accounts Receivable of the Seller as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such account receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts.
(b) The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, such payments shall be applied in accordance with the customer's instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, then such payments shall be applied first to the newest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party.
Accounts Receivable and Accounts Payable. 7 (a) General.....................................................7 (b)
Accounts Receivable and Accounts Payable. A true and correct aged (30-60-90 days) list of all accounts receivable and accounts payable of the Company as of the end of the calendar month preceding the date hereof has been furnished to the Buyer. All of the accounts receivable of the Company are actual and bona fide accounts receivable representing obligations for the total dollar amount thereof showing on the books of the Company and the accounts receivable are not and the accounts receivable as of the Closing Date will not be subject to any recoupments, set-offs or counter-claims, other than set-offs from the purchase of inventory by the Company and returns, in each case in the Ordinary Course of Business. Except as otherwise reflected or reserved for in the Financial Statements such accounts receivable are collectible in the Ordinary Course of Business.
Accounts Receivable and Accounts Payable. (a) The accounts receivable reflected on the Balance Sheet and the Most Recent Balance Sheet, the unbilled accounts receivable and the accounts receivable arising after the dates thereof (i) are recorded consistent with past practice net of adequate reserves; (ii) have arisen from bona fide transactions entered into by the Company or any of its Subsidiaries involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (iii) constitute only valid claims of the Company or any of its Subsidiaries not, to the Company’s Knowledge, subject to dispute, claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (iv) do not reflect any cash discounts except as specifically reflected in the Most Recent Balance Sheet.
(b) The accounts payable and accrued expenses reflected on each of the Balance Sheet and the Most Recent Balance Sheet and the accounts payable and accrued expenses arising after the dates thereof have arisen from bona fide transactions entered into by the Company or any of its Subsidiaries involving the purchase of goods or the receipt of services in the ordinary course of business consistent with past practice.
(c) Except as set forth in Section 3.13(c) of the Disclosure Schedules, there are no loans payable to any directors, officers, employees or stockholders of the Company or any of its Subsidiaries or any of their respective Affiliates.
Accounts Receivable and Accounts Payable. (a) All Accounts Receivable that are reflected on the 10/31 Balance Sheet represent valid obligations arising from sales actually made or services actually performed by a Target Group Member in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target there is no reason to believe such Accounts Receivable are not collectible net of the reserve shown on the 10/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of the Disclosure Schedule sets forth a true and correct aging of the Accounts Receivable shown on the 10/31 Balance Sheet.
(b) All accounts payable that are reflected on the 10/31 Balance Sheet have been incurred or have arisen only in the ordinary course. To the knowledge of Target, there is no dispute or claim with any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occur, except as may be reserved in the 10/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 Balance Sheet.
(c) All unbilled fees that are reflected on the 10/31 Balance Sheet have been acquired or have arisen only in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target, there is no reason to believe that any unbilled fees in an aggregate amount greater than $20,000 are not collectible. Section 3.07(c) of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees set forth in the 10/31 Balance Sheet.