Accounts Receivable; Accounts Payable Sample Clauses

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 Receivable; Accounts Payable. (a) The accounts receivable of the Company reflected on the Company Balance Sheet and the accounts receivable that have arisen after the Balance Sheet Date (i) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (ii) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (iii) subject to a reserve for bad debts shown on the Interim Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company, are collectible in full within ninety (90) days after billing or, in the case of international sales, within 120 days after billing. The reserve for bad debts shown on the Interim Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) The Company is not delinquent in its payment of any accounts payable or accrued liability, and no such accounts payable or accrued liabilities have been deferred (regardless of whether the Company and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. (a) The Seller Parties shall retain all accounts receivable arising out of the operation of the Business and specimens received by the Seller Parties prior to the Closing Date and Buyer shall retain all accounts receivable arising out of the operation of the Business and specimens received by ▇▇▇▇▇ on and after the Closing Date. After the Closing, ▇▇▇▇▇ and the Seller Parties shall forward to the other party any funds which are received by such party but relate to the accounts receivable of the other party. Notwithstanding anything to the contrary stated herein, neither party shall have any responsibility to collect any of the other party’s accounts receivable. (b) After the Closing Date, Buyer shall promptly (and in any event no later than ten (10) days prior to the Penalty Date, as defined below) forward to the Seller Parties any invoices, bills, notices or requests for payments relating to any accounts payable or other accruals related to the Business arising prior to the Closing Date (“Pre-Closing Payables”). Promptly upon receipt, and in any event no later than the expiration of the period of time during which such payables may be paid without the incurrence of any interest penalty, late fee or other additional charge thereon (the “Penalty Date”), the Seller Parties shall pay all such bona fide Pre-Closing Payables (it being understood that where any such Pre-Closing Payable is the subject of a bona fide good faith dispute between Seller and the third party claiming such amount, the Seller Parties may delay payment of such Pre-Closing Payable until such dispute is resolved). In the event the Seller Parties shall fail to pay any bona fide Pre-Closing Payable (including any interest penalties, late fees or other charges thereon) within thirty (30) days after the Penalty Date (other than in the event of a bona fide good faith dispute as described above), upon thirty (30) days’ prior written notice to the Seller Parties, if Buyer reasonably believes that the ongoing failure to pay such bona fide Pre-Closing Payables is reasonably likely to result in damages to the operation of the Business, then Buyer shall have the right to pay such bona fide Pre-Closing Payable on behalf of the Seller Parties (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein (including rights to indemnification set forth in Article X), Buyer shall have the right to off-set the amount of such ...

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Companies in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Companies’ Knowledge, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Companies as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Companies’ Knowledge, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the July 31, 2015, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Companies in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Companies as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of July 31, 2015, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) Except as set forth on Schedule 6.10, all of the accounts receivable owing to the Medical Group in connection with the Medical Business as of the date hereof constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of the Medical Business, the amounts of which are actually due and owing, and as of the date hereof, to the best knowledge of the Medical Group, there are no claims, refusals to pay or other rights of set-off against any thereof. Except as set forth on Schedule 6.10, as of the date hereof, there is (i) no account debtor or note debtor of the Medical Business delinquent in its payment by more than 60 days, (ii) no account debtor or note debtor of the Medical Business who or which has refused to pay its obligations for any reason or is the subject of a bankruptcy proceeding and (iii) no account receivable or note receivable of the Medical Business pledged to any third party. (b) All accounts payable and notes payable by the Medical Business to third parties arose in the ordinary course of business and, except as set forth in Schedule 6.10, there is no account payable or note payable past due or delinquent in its payment.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Acquired Company are valid and enforceable claims, are subject to no known set-off or counterclaim, and, to the knowledge of the Founding Stockholders, are fully collectible in the normal course of business, after deducting any allowance for doubtful accounts stated in the Balance Sheet in accordance with generally accepted accounting principles, which allowance is a reasonable estimate of the Acquired Company's uncollectible accounts. Since the date of the Balance Sheet, the Acquired Company has collected its accounts receivable in the ordinary course of its business and in a manner which is consistent with past practices and has not accelerated any such collections. As of the date hereof, and except as described in Section 2.10(a) to the Disclosure Schedule, the Acquired Company does not have any accounts receivable or loans receivable from any Person which is affiliated with it or any of its directors, officers, employees or stockholders. (b) All accounts payable and notes payable of the Acquired Company arose in bona fide arms' length transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than 60 days in its payment. Since the date of the Balance Sheet, the Acquired Company has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices. As of the date hereof and except as described in Section 2.10(b) to the Disclosure Schedule, the Acquired Company has no account payable to or lease with any Person which is affiliated with it or any of its directors, officers, employees or stockholders.

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to the Business, including all accounts receivable included in the Assets (i) have arisen from bona fide transactions in the ordinary course of the Business consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents b▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses of the Business have arisen only from bona fide transactions in the ordinary course of the Business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as of the date hereof.

Accounts Receivable; Accounts Payable. (a) Purchaser shall purchase from Seller, and Seller shall assign to Purchaser at Closing and receive a credit for (i) all of Seller's current accounts receivable (i.e. accounts receivable which are aged not more than ninety (90) days) including, without limitation, all account receivables from credit card issuers and (ii) the accounts receivable of registered guests who have not checked out prior to the Apportionment Date and who are occupying rooms on the evening preceding the Closing Date. Such credit shall equal the amount of accounts receivable less (i) credit card charges, travel company charges and similar commissions and (ii) on all accounts receivable other than credit card receivables, a discount of five percent (5%). All other accounts receivable relating to the Hotel in respect of the period prior to the Apportionment Date shall be for Seller's sole account, and Purchaser shall not be responsible to Seller for the same. Notwithstanding the foregoing, payments received by Purchaser that are identified as relating to accounts receivable not purchased by Purchaser shall be promptly turned over to Seller. (b) Any indebtedness, accounts payable, liabilities or obligations of any kind or nature related to Seller or the Property for the periods prior to and including the Apportionment Date shall be retained and paid by Seller, and Purchaser shall not be or become liable therefor, except as assumed by Purchaser pursuant to this Agreement.

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of any applicable reserves) reflected on the Latest Balance Sheet (a) have arisen from bona fide transactions entered into by an Acquired Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice and (b) constitute only valid, undisputed claims of an Acquired Company not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Latest Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) All accounts payable of the Acquired Companies set forth on the Latest Balance Sheet arose in bona fide arm’s length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is delinquent more than thirty (30) days in its payment, except as set forth on Schedule 3.21(b) of the Disclosure Schedule.