Transfer of Accounts Receivable Clause Samples

The Transfer of Accounts Receivable clause defines the conditions under which a party may assign or sell its rights to collect outstanding payments from customers to another entity. Typically, this clause outlines the procedures for notifying the debtor, obtaining necessary consents, and specifying any restrictions or requirements for such transfers. Its core practical function is to facilitate liquidity and risk management by allowing the original holder to convert receivables into immediate cash or shift collection responsibilities, while ensuring all parties are aware of and agree to the transfer.
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Transfer of Accounts Receivable. Prior to the Cut-Off Date and prior to the Closing, Parent will cause (i) all accounts receivable that are either (A) primarily related to the Galleria Business and held by SplitCo or any Galleria Entity or (B) primarily related to the Salon Professional Business and (ii) all other rights to payment and security for payments to the extent they relate to the Galleria Business to be held by a member of the Galleria Group.
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Transfer of Accounts Receivable. Prior to the Closing, Parent will cause (i) all accounts receivable that are either (A) primarily related to the Galleria Business and held by SplitCo or any Galleria Entity or (B) primarily related to the Salon Professional Business or the Mercury Business, including (notwithstanding anything to the contrary in this Agreement) all accounts receivable primarily related to the Dolce & Gabbana Business or the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Business, other than accounts receivable primarily related to the Mercury Business in Russia and (ii) all other rights to payment and security for payments to the extent they relate to the Galleria Business to be held by a member of the Galleria Group.” c. Section 1.05(b)(i) of the Parent Disclosure Letter is hereby amended such that the following disclosure will be added as a new item 11 under the “Mercury” heading:
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Transfer of Accounts Receivable. In the event any of the accounts receivable of the Company or the Subsidiary exceeding SEK one hundred thousand (100,000) are not collected within one hundred and eighty (180) days of the Closing Date, the Purchaser shall be entitled to assign or cause to be assigned to the Warrantors all rights, claims, actions or causes of action which the Company or the Subsidiary may have relating to such unpaid receivable. The Purchaser, the Company or the Subsidiary shall in case of such assignment receive the full outstanding amount including any interest accrued.
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Transfer of Accounts Receivable. If Guangdong Yuehai Land decides to obtain Funds from the Factoring Company, it shall submit an application with relevant invoices/bills in respect of the relevant Accounts Receivable and other supporting documents to the Factoring Company for approval. Subject to the assessment by, and the approval of the application at the discretion of, the Factoring Company, Guangdong Yuehai Land shall transfer the creditor’s rights and relevant benefits of the relevant Accounts Receivable to the Factoring Company, and the Factoring Company shall receive the creditor’s rights and relevant benefits of the relevant Accounts Receivable and provide Funds to Guangdong Yuehai Land. The amount of the Accounts Receivable to be transferred by Guangdong Yuehai Land to the Factoring Company and the amount of Funds provided to Guangdong Yuehai Land by the Factoring Company will be on a dollar-for-dollar basis. The Funds shall be payable by the Factoring Company to Guangdong Yuehai Land within 10 days from the date of transfer of the relevant Accounts Receivable.
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Transfer of Accounts Receivable. Upon the execution of the Re-factoring Agreement, the Accounts Receivable in the aggregate sum of RMB16.7 million (equivalent to approximately HK$19.5 million) and all the creditor’s rights and relevant rights thereunder shall be transferred to Dongrui. Pangfei to repurchase all the outstanding Accounts Receivable upon the end of the term, including but not limited to the principal amount of the outstanding Accounts Receivable together with interest thereon and other related expenses incurred by the outstanding Accounts Receivable. factoring principal together with interest thereon and other related expenses in a lump sum upon the end of the term. In such an event, Dongrui shall transfer the Accounts Receivable and all creditor’s rights and relevant rights thereunder back to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
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Transfer of Accounts Receivable. 4.1 In addition to the license granted under this License Agreement, Softalk shall transfer and convey to Wavetech all accounts receivable resulting from the sale or other distribution by Softalk of the Softalk Products, in existence as of the date hereof (the "SOFTALK ACCOUNTS"). Wavetech shall conduct all billing and collection activities related to the Softalk Accounts. If it is determined that billing of Softalk Accounts can be better facilitated offshore, Wavetech will have first right of refusal as offshore billing. Softalk shall have the right to cause Wavetech to conduct such activities through an offshore entity. 4.2 Wavetech shall be entitled to receive and retain 100% of any actual collections made with respect to the Softalk Accounts. 4.3 Wavetech shall pay to Softalk an amount equal to (i) 100% of Softalk's actual direct expenses incurred in connection with the sale and delivery of Softalk Products resulting in the Softalk Accounts plus (ii) five percent (5%) of the total amount of the Softalk Account relating thereto. Wavetech shall make payment in accordance with this Section 4.3 in arrears on a monthly basis commencing with the monthly period ending May 31, 1999, upon presentation of an invoice for such amounts prepared by Softalk. Softalk shall deliver such invoice no later than fifteen (15) days after the end of each monthly period. 4.4 Wavetech and Softalk shall have the right to audit the books and records of each other for the purpose of determining the correctness of amounts paid hereunder. Each shall provide the other at least fifteen (15) days prior written notice of their intent to conduct an audit. Any such audit shall be conducted no more than twice each calendar year, and shall be conducted in a manner reasonably intended not to interfere with the regular business operations of either party. Each shall bear all costs and expenses related to any audits conducted pursuant to this paragraph.
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Transfer of Accounts Receivable. As soon as practicable after the Closing, each of Seller and ▇▇▇▇▇▇’s Agent covenants and agrees to take all necessary actions to transfer all Accounts Receivable (as such term is defined herein) received by it after the Closing to a bank account designated by Parent Purchaser. Seller or Seller’s Agent shall transfer such funds no less frequently than on the fifteenth (15th) day of each month and the last day of each month, starting on the first such date to occur following the Closing, until such time as such Accounts Receivable are no longer being received by Seller or Seller’s Agent. For the purposes of this Agreement, the term “Accounts Receivable” means any and all accounts receivable related to the Business or the Transferred Assets.
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Transfer of Accounts Receivable 
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Related to Transfer of Accounts Receivable

  • Collection of Accounts Receivable At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Station, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.

  • Transfer of Accounts The Seller may transfer the Custodial Account or the Escrow Account to a different depository institution from time to time. Such transfer shall be made only upon obtaining the consent of the Purchaser, which consent shall not be unreasonably withheld. In any case, the Custodial Account and Escrow Account shall be Eligible Accounts.

  • 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.

  • 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.

  • 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.