Retained Receivables Clause Samples

Retained Receivables. RETAINED RECEIVABLES" means (i) all accounts receivable and other rights to payment for goods or services sold, leased or otherwise provided in the conduct of the Semiconductor Business that as of the Separation Date are payable by a third Person to C-Cube or any of C-Cube's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of the account debtor with respect thereto, and any proceeds of any of the foregoing and (ii) all other miscellaneous Assets for which an adjustment is made in the Semiconductor Pro Forma Balance Sheet.

Retained Receivables. The Retained Receivables shall have been assigned to ADP, Inc.

Retained Receivables. Buyer will, if requested by Seller, collect the Retained Receivables for Seller (on an oldest account collected first basis, except if otherwise directed or indicated by the account debtor) for a fee to be mutually agreed upon by Buyer and Seller. All such collections shall be remitted by Buyer to Seller (net of the fee) on a monthly basis, within ten (10) days after the end of each month, accompanied by a report detailing the Retained Receivables collected.

Retained Receivables. Merck may (in its sole discretion) elect to retain (i.e., not contribute as part of the Merck Contributed U.S. Assets) certain of its Receivables (the “Retained Receivables”) selected by it from among the Receivables that are part of the Merck Contributed U.S. Assets, at face value. To the extent Merck elects to retain Retained Receivables: Merck shall deliver to RP at the Closing a list of the Retained Receivables, which list shall include a description in reasonable detail including the face amount of each such Retained Receivable. Merck shall use commercially reasonable efforts to collect all Retained Receivables within ninety (90) days following the Closing Date. After such ninety (90) day period, Merck shall furnish to Merial a list of all Retained Receivables that remain uncollected, together with all information and supporting documentation which Merck has for each such uncollected Retained Receivable; and Merial shall within five (5) Business Days of receiving such list, information and documentation, purchase all such outstanding Retained Receivables from Merck at the face amount thereof (calculated in U.S.$ at the closing midpoint exchange rates quoted by the London edition of the Financial Times on the Closing Date). Such purchase shall be made, at Merial’s option, with cash and/or with promissory notes issued to the seller.

Retained Receivables. Retained Receivables" means (i) all accounts receivable and other rights to payment for goods or services sold, leased or otherwise provided in the conduct of the Agilent Business that as of the Separation Date are payable by a third Person to HP or any of HP's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of the account debtor with respect thereto, and any proceeds of any of the foregoing and (ii) all other miscellaneous Assets for which an adjustment is made in the Agilent Pro Forma Balance Sheet.

Retained Receivables. Retained Receivables" means (i) all accounts receivable and other rights to payment for goods or services sold, leased or otherwise provided in the conduct of the Palm Business that as of the Separation Date are payable by a third Person to 3Com or any of 3Com's Subsidiaries, whether past due, due or to become due, including any interest, sales or use taxes, finance charges, late or returned check charges and other obligations of the account debtor with respect thereto, and any proceeds of any of the foregoing and (ii) all other miscellaneous Assets for which an adjustment is made in the Palm Pro Forma Balance Sheet.

Retained Receivables. The Buyer acknowledges that accounts receivable of the Business existing through as of the Closing Date other than the Purchased Receivables (the "Retained Receivables") are to be retained and collected solely by PMC after the Closing Date. In the event any of the Retained Receivables are more than ninety (90) days past due during the Collection Period, then, provided PMC has used reasonable efforts to collect such account consistent with past practices, the Buyer agrees that it shall, upon written notice from PMC (the "PMC Notice"), either (i) forestall all shipments or sales of goods to the account debtor of such uncollected Retained Receivable until such time as the Retained Receivable has been paid in full or otherwise settled by PMC, or (ii) purchase such uncollected Retained Receivable from PMC at the value thereof as reflected on PMC's books of account. The Buyer shall notify PMC within seven (7) days after the date of the PMC Notice as to which option under the foregoing clause (i) or clause (ii) above, Buyer has elected to exercise. If Buyer fails to notify PMC within such time of its elected option, the Buyer shall be deemed to have elected the option set forth in clause (i), above. If the Buyer elects to purchase any uncollected Retained Receivable pursuant to clause (ii), above, then (x) payment for such uncollected Retained Receivable shall be made by certified or cashier's check to PMC within ten (10) days of the PMC Notice and simultaneously therewith such uncollected Retained Receivables shall be transferred to Buyer, (y) PMC shall provide access to such accounting records as the Buyer may reasonably request in order to verify the value of such uncollected Retained Receivable, and (z) any amounts received by PMC for such uncollected Retained Receivable after purchase by the Buyer shall be promptly paid to Buyer upon receipt by PMC.

Retained Receivables. Any receivable of Seller from any of its Affiliates and any accounts receivable, notes and other amounts receivable from third parties for services provided by the Business prior to the Closing Date, whether billed or unbilled, whether or not in the Ordinary Course of Business, together with any unpaid financing charges or interest thereon through the Closing Date (“Retained Receivables”);

Retained Receivables. ArcMail shall retain all rights to all accounts receivable accrued, owed, and billed as of the Closing Date (the “Retained Receivables”). LDSR shall render reasonable assistance to ArcMail (if so requested by ArcMail) to collect Retained Receivables.