Accounts Receivable and Bank Accounts Clause Samples

The 'Accounts Receivable and Bank Accounts' clause governs the management, control, and treatment of a party's accounts receivable and designated bank accounts within a contractual relationship. Typically, it outlines requirements for maintaining separate bank accounts for contract-related funds, specifies how receivables are to be collected or assigned, and may restrict the commingling of funds. This clause ensures transparency and proper handling of financial assets, protecting the interests of the parties by preventing misuse or misallocation of funds and facilitating accurate tracking of payments and receivables.
Accounts Receivable and Bank Accounts. (a) A true, correct and complete list of the accounts receivable of the Company as of the last day of the month prior to the date of this Agreement, showing the aging thereof, is included in Schedule 4.28(a). All accounts receivable of the Company have arisen from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms. None of the accounts receivable of the Company or its Subsidiaries (i) are, to the knowledge of the Company, subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on sale or return basis or subject to any other repurchase or return arrangement. (b) Schedule 4.28(b) sets forth a complete and correct list of (i) all banks or other financial institutions with which the Company has an account or maintain a safe deposit box, showing the account numbers and names of the persons authorized as signatories with respect thereto and (ii) the names of all Persons holding powers of attorney from the Company, complete and correct copies of which have been provided to Buyer.
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Accounts Receivable and Bank Accounts. Schedule 3.9 contains an accurate, correct and complete aging of all outstanding accounts receivable of NextNet and its Subsidiaries (the "ACCOUNTS RECEIVABLE") as of June 15, 2006. All outstanding Accounts Receivable are and (if not collected prior to the Closing Date) will be on the Closing Date: (a) due and valid claims against account debtors for goods or services delivered or rendered and (b) to Seller's Knowledge, subject to no defenses, offsets or counterclaims, each except as reserved against on the Most Recent Balance Sheet. Neither Seller nor NextNet has received any written notice that any Accounts Receivable is not collectible in the ordinary course of business consistent with past practice. All Accounts Receivable arose in the ordinary course of business. No Accounts Receivable are subject to prior assignment or Encumbrance. To Seller's Knowledge, NextNet has no liability for any refunds, liability allowances or returns in respect of products manufactured, processed, distributed or sold by or for the account of NextNet on or prior to the Closing Date that are not adequately reserved for on the Financial Statements. Schedule 3.9 contains an accurate, correct and complete list of the names and addresses of all banks and financial institutions in which NextNet has an account, deposit, safe-deposit box, line of credit or other loan facility, or lock box or other arrangement for the collection of Accounts Receivable, with the names of all Persons authorized to draw or borrow thereon or to obtain access thereto.
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Accounts Receivable and Bank Accounts. To the best of Shareholder’s knowledge, except as disclosed on Section 2.15 of Exhibit 2, all notes and accounts receivable of the Company shown on the Company Financial Statements or thereafter acquired have been collected or are current and collectible, subject to (a) a five percent (5%) allowance for noncollectibility and (b) to returns and allowances in the ordinary course of business (in the case of each note in accordance with its terms, and in the case of each account within 90 days after billing) at the aggregate recorded amounts thereof on the books of the Company and are subject to no counterclaims or set-offs. Exhibit 4 to this Agreement contains a schedule identifying all bank and brokerage accounts of the Company, whether or not such accounts are held in the name of the Company, listing respectively the signatories therefor and the names of all persons holding a power of attorney from the Company and a summary of the terms thereof.
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Accounts Receivable and Bank Accounts. 10 3.10 Insurance ..................................................... 10 3.11
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Accounts Receivable and Bank Accounts. Notwithstanding any contrary or other provisions of this Agreement, including, but not limited to, the provisions of this §2.14, and notwithstanding any contrary provisions of the OTA, if requested by Seller's Lender (defined in §3.42 below), then the treatment of all accounts receivable generated at or relating to the Facility, all payments thereon, and all of Seller's bank accounts, including but not limited to the Deposit Accounts (defined in the OTA), will be the subject of, and will be controlled by the terms of, a separate written agreement or agreements which will be executed prior to the Closing Date by Seller, Buyer, and Seller's Lender, and any other parties determined necessary by Seller's Lender, in its sole discretion, and which shall be acceptable to Seller's Lender in form, content and detail. For the avoidance of doubt, the purpose of such agreement or agreements, if requested by Seller's Lender, is to ensure an orderly transition of the Facility and the collection of all accounts receivable, while respecting and maintaining Seller's and Buyer's respective interests and Seller's Lender's lien rights regarding such accounts receivable. This Section 2.14 shall survive Closing.
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Related to Accounts Receivable and Bank Accounts

  • 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; 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.

  • 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.

  • 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. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned (except to the extent of any refurbished Inventory in salable condition), consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents and the Liens permitted under clause (j) of the definition of Permitted Liens; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or at any location permitted under Section 7.2).

  • Accounts Receivable All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies 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 Acquired Companies 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.