Acquired Accounts Receivable Clause Samples

Acquired Accounts Receivable. With respect to Accounts Receivable, all Accounts Receivable payments collected after the Closing Date (other than Excluded Account Receivable) with respect to any particular customer will be applied toward any Acquired Accounts Receivable of such particular customer included in the Purchased Assets before being applied to any Accounts Receivable of such particular Customer related to sales made after the Closing Date for the applicable account debtor-customer, unless there is a particular factual reason not to do so (e.g., a dispute with the Customer about the applicable Acquired Accounts Receivable). The collection costs and expenses incurred by Buyer in connection with such Acquired Accounts Receivable uncollected one hundred fifty (150) days after the Closing (each an “Uncollectible Accounts Receivable”), plus the amount owed under such Uncollectible Accounts Receivable, shall be considered part of the Damages incurred for purposes of Seller’s and Shareholder’s indemnification obligations under Article VII. To the extent that Seller and Shareholder indemnifies Buyer for any Uncollectible Accounts Receivable, Buyer shall take all reasonable actions to vest in Seller the right to pursue collection of such Uncollectible Accounts Receivable in accordance with Seller’s past practices in the Ordinary Course of Business; provided, however, Seller may not engage a collection agency, bring suit, harass or otherwise take other similar or extreme measures to collect such Uncollectible Accounts Receivable from parties continuing to conduct business with Buyer after the Closing Date.
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Acquired Accounts Receivable. 11 3.4 Closing........................................................................................11 3.5
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Acquired Accounts Receivable. During the one (1) year period after the Closing Date, the Purchaser shall use commercially reasonable efforts to collect the Acquired Accounts Receivable. As soon as reasonably practicable after the date that is one hundred eighty (180) days after the Closing Date (the “A/R Collections Measurement Date”), the Purchaser shall prepare and supply to the Company and the Stockholders a reasonably detailed summary of the collections status of the Acquired Accounts Receivable as of the A/R Collections Measurement Date (the “A/R Collections Summary”), which shall specify the amount (if any) by which: (a) the aggregate face amount of the Acquired Accounts Receivable set forth in the Final Post-Closing Net Working Capital Statement; exceeds (b) the aggregate amount that was actually collected by the Purchaser with respect to the Acquired Accounts Receivable as of the A/R Collections Measurement Date, less any reserves for doubtful accounts concerning such Acquired Accounts Receivable set forth on the Final Post-Closing Net Working Capital Statement (any such excess amount, the “A/R Settlement Amount”). Any A/R Settlement Amount shall be paid, at the election of the Purchaser, either by wire transfer to the Purchaser by the Company and the Stockholders (jointly and severally) or by release to the Purchaser of Indemnity Escrow Funds from the Indemnity Escrow Account, in each case within five (5) Business Days after receipt by the Company and the Stockholders of the A/R Collections Summary. If, at any time after the A/R Settlement Amount is paid to the Purchaser by the Company or the Stockholders, the Purchaser receives cash payment for any of the Acquired Accounts Receivable with respect to which the A/R Settlement Amount was paid, the Purchaser shall, as soon as reasonably practicable after receipt, pay over such amount to the Company, by check or wire transfer of immediately available funds. For purposes of this Section 5.9, if more than one invoice is outstanding for a customer, the “first in, first out” principle will be applied in determining the invoice to which a payment received by the Purchaser from that customer relates unless: (a) the payment by its terms specifies or clearly indicates the invoice to which it relates (in which case it will be applied as specified or indicated); or (b) an invoice is being disputed by the account debtor (in which case it will be applied to the non-disputed invoice(s) of that account debtor). Any A/R Settlement Amount payment...
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Acquired Accounts Receivable. (a) The Seller Parties shall use their commercially reasonable efforts to collect, consistent with past practice, the Acquired Accounts Receivable prior to the due dates of such Acquired Accounts Receivable, subject to the terms of Section 9.9 to pay collected amounts which are payable to Purchaser pursuant to the terms of this Agreement over to an account designated by Purchaser every week and to provide Purchaser with a reconciliation of amounts received against Acquired Accounts Receivable at Closing. (b) Beginning on December 1, 2019 until December 31 ,2019, Purchaser and Seller shall cooperate in good faith to determine those Acquired Accounts Receivable that remain uncollected as of such time and shall reasonably cooperate with one another to assess methods for collecting such unpaid amounts. (c) In the event no Seller Party is able to collect any particular Acquired Accounts Receivable by December 31, 2019, responsibility for and the rights to the collection of such Acquired Accounts Receivable shall be automatically transferred to Purchaser without any further action required on the part of any Party to effect such transfer. Upon such transfer of a collection right from Seller to Purchaser, Seller agrees, if so requested by Purchaser, to inform the payor as to the transfer of collection authority from the applicable Seller Party to Purchaser. (d) Seller shall use its commercially reasonable efforts ensure that the July 2019 Acquired Accounts Receivable shall be properly invoiced according to Seller’s customary procedures no later than August 15, 2019.
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Acquired Accounts Receivable. (a) Schedule A accurately and fully depicts, in all material respects, the Acquired Accounts Receivable as of the dates specified therein, including, without limitation, information regarding the correct payors, the amounts due from each such payor and an aging schedule with respect thereto. (b) No Seller Party is aware that any payor listed in such Schedule A intends to default on or otherwise delay past the due date the payment of any amounts listed as payable thereunder.
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Acquired Accounts Receivable. Except as set forth on Schedule 4.21, all Acquired Accounts Receivable of the Company as set forth on the Interim Balance Sheet or arising since the date of the Interim Balance Sheet (i) have arisen in bona fide transactions in the ordinary course of the Business for goods sold and delivered or services performed, (ii) constitute or will constitute a valid claim in the full amount thereof against the debtor charged therewith on the books of the Company, (iii) are collectible in full at the recorded amounts thereof, net of any allowance for doubtful accounts specifically established therefor, (free of any, and subject to no, defenses, setoffs or counterclaims) in the ordinary course of business (without resort to Litigation or assignment to a collection agency), but in no event later than 90 days after the Closing Date. No account debtor has any valid setoff (except for warranty claims for which reserve amounts have been maintained and are set forth in the Financial Statements), deduction or defense with respect thereto, and no account debtor has asserted such setoff, deduction or defense.
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Acquired Accounts Receivable. The parties understand and agree that the Purchase Price shall be adjusted after the Closing Date to compensate Seller for the value of the Acquired Accounts Receivable. The parties agree that no payments shall be made under this Section 3.4 until and unless Purchaser receives payment in respect of the Acquired Accounts Receivable, and that, when Purchaser receives one or more payments in respect of the Acquired Accounts Receivable, Purchaser promptly will remit the full amount of such payment(s) to Seller. Amounts paid hereunder shall not count toward or against working capital transferred pursuant to Section 3.2.
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Related to Acquired Accounts Receivable

  • 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.

  • 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; 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.