Certain Accounts Receivable Clause Samples
The 'Certain Accounts Receivable' clause defines which specific accounts receivable are covered or affected by the agreement. Typically, this clause will identify particular invoices, customer debts, or categories of receivables that are included, often by reference to schedules or lists attached to the contract. By clearly specifying the relevant accounts receivable, the clause ensures both parties understand exactly which assets are subject to the agreement, thereby reducing ambiguity and potential disputes over the scope of covered receivables.
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Certain Accounts Receivable. If (A) in the course of determining the Post-Closing Adjustment in accordance with the provisions of this Section 2.06, the final Closing Working Capital used to calculate the Post-Closing Adjustment does not include one or more Accounts Receivable that was included in the Estimated Working Capital set forth in the Estimated Working Capital Statement (the “Specified Accounts Receivable”), and (B) Buyer receives payment of any Specified Accounts Receivable within 180 days following the date that the Post-Closing Adjustment is finally determined in accordance with this Section 2.06, then Buyer shall pay to Sellers an aggregate amount equal to the payment received in respect of any Specified Accounts Receivable less the amount of any direct out-of-pocket costs and expenses incurred by Buyer in connection with collecting such Specified Accounts Receivable.
Certain Accounts Receivable. If upon 120 calendar days after the Closing Date any accounts receivable included in the Purchased Assets remain uncollected and at least 60 days past due of their respective terms, Purchaser may assign such accounts receivable to Seller by written notice of such assignment to Seller specifying the accounts and amounts involved. Seller shall thereupon pay to Buyer in cash the face amount of such assigned accounts receivable within 10 calendar days. Both parties shall thereafter continue to cooperate in Seller's collection of such accounts receivable.
Certain Accounts Receivable. All Accounts Receivable included in the Guest Ledger as set forth in Section 8.1(c)(i) (collectively, the “Purchased Accounts Receivable”); and
Certain Accounts Receivable. As to STC, all accounts receivable assigned to STCBV Sub for purposes of collection only under the Sinc▇▇▇▇ ▇▇▇eement (the "Sinc▇▇▇▇ ▇▇▇eivables"); and, as to HAT, all amounts which are payable to HAT under the Clear Channel Agreements which were earned prior to the Closing Date.
Certain Accounts Receivable. As to STC, all Accounts Receivable arising out of the business and operations of KSBW, and all Accounts Receivable arising out of the business and operations of the Burlington Stations from the STC Transfer Date under the Sinc▇▇▇▇ ▇▇▇eement. As to HAT, all Accounts Receivable arising out of the business and operations of WDTN. Schedule 2.3.15 contains a true and complete list, dated as of December 31, 1997, of all Accounts Receivable with respect to KSBW and WDTN as of such date.
Certain Accounts Receivable. With respect to all accounts receivable of the Acquired Companies that arise prior to the Closing (whether or not recorded on the books of the Acquired Companies) but that remain uncollected as of the Closing (collectively, the "UNCOLLECTED RECEIVABLES"), Buyers shall use their respective Best Efforts, and shall cause the Acquired Companies to use their respective Best Efforts, to collect all such Uncollected Receivables following the Closing. All amounts collected by Buyers from any Person from whom any Uncollected Receivables are due shall be applied to the account of such Person on a first-in/first-out basis, such that amounts collected from such Person will be applied first to all Uncollected Receivables due from such Person and then to any accounts receivable due from such Person that arise after the Closing only after all Uncollected Receivables due from such Person have been paid in full. Within five Business Days after delivery by Buyers of a written statement to Sellers listing all Uncollected Receivables that, despite the Best Efforts of Buyers and the Acquired Companies to collect them, remained outstanding and uncollected ninety days after the Closing Date, including the amounts thereof, Sellers shall pay to Buyers, by wire transfer of immediately available funds to an account designated by Buyers in such written statement, the full amount of all such Uncollected Receivables that remained outstanding as of the ninetieth day after the Closing Date, as set forth in such written statement, less the amount of the reserve in respect of accounts receivable reflected on the Interim Balance Sheet. Thereafter, Buyers shall continue to use their respective Best Efforts, and shall cause the Acquired Companies to continue to use their respective Best Efforts, to collect all such Uncollected Receivables until the expiration of the applicable statute of limitations for such Uncollected Receivables, and Buyers shall pay to Sellers all amounts collected after the ninetieth day after the Closing Date in respect thereof promptly after receipt of such amounts. The provisions of this Section 6.5 shall be Buyers' sole remedy with respect all Uncollected Receivables, and the provisions of Article 10 shall not apply with respect to the Uncollected Receivables; provided, however, that the provisions of Article 10 shall be applicable to any Breach of the provisions of this Section 6.5.
Certain Accounts Receivable. All right, title and interest in the accounts receivable described on Schedule 1.48(f), which schedule shall be adjusted to reflect changes in the ordinary course through the Effective Time of Closing, as permitted pursuant to Section 5.1.
Certain Accounts Receivable. Buyer shall cause Company and Subsidiary to remit to Seller any amounts received by Company or Subsidiary after the Closing Date in payment of accounts receivable owed as of the Closing Date by Allegheny Health, Education and Research Foundation to Company or Subsidiary with respect to services provided after the date Allegheny Health, Education and Research Foundation filed its petition for relief under Chapter 11 of the United States Bankruptcy Code to the extent such post-petition accounts receivable are reflected on the Closing Balance Sheet. Buyer, Company and Subsidiary shall not be required to take any actions to collect any such amounts.
Certain Accounts Receivable. 43 ARTICLE 7 CONDITIONS PRECEDENT TO BUYERS' OBLIGATION TO CLOSE....................................................44 Section 7.1 ACCURACY OF REPRESENTATIONS.................................................................44 Section 7.2 SELLERS' PERFORMANCE........................................................................45 Section 7.3 APPROVALS...................................................................................45 Section 7.4 ADDITIONAL DOCUMENTS........................................................................45 Section 7.5 NO PROCEEDINGS OR INJUNCTION................................................................46 Section 7.6 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS.........................................46 Section 7.7 NO PROHIBITION..............................................................................46 ARTICLE 8 CONDITIONS PRECEDENT TO SELLERS' OBLIGATION TO CLOSE...................................................46 Section 8.1 ACCURACY OF REPRESENTATIONS.................................................................46 Section 8.2 BUYERS' PERFORMANCE.........................................................................47 Section 8.3 APPROVALS...................................................................................47 Section 8.4 ADDITIONAL DOCUMENTS........................................................................47 Section 8.5 NO INJUNCTION...............................................................................47 ARTICLE 9
Certain Accounts Receivable. Buyer shall cause Company to promptly remit to Seller all amounts received in respect of the accounts receivable set forth on Schedule 7.4. Neither Company nor Buyer shall have any ------------ obligation to collect, or enforce the collection of, any such accounts receivable.