Accounts Receivable Adjustment. In addition to any other ------------------------------ adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the accounts receivable of the Company taken into account in determining Actual Net Equity (net of any aggregate amount accrued for doubtful accounts in accordance with GAAP and net of any applicable credits for sales tax and returns of items consistent with past custom and practice, but in each case, to the extent such allowances and credits are taken into account as deductions in determining Actual Net Equity) (the "Net Accounts Receivable"), which are uncollected by the Company or its ----------------------- Subsidiaries (the "Uncollected Receivables Amount") as of the 120th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there is ------------------------------ an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Escrow Account within two (2) business days after the Receivables Determination Date; provided, however, that -------- ------- if the amount then left in the Escrow Account is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. If the amounts collected in respect of Net Accounts Receivable exceeds the amount of Net Accounts Receivable, then the Purchaser shall pay to the Seller, within two business days after the determination of such amount, the amount of any such excess by wire transfer or delivery of other immediately available funds. The Company shall not be required to retain a collection agency, bring any suit, or take any other action out of the Ordinary Course of Business to collect any of the Net Accounts Receivable; provided that the Company shall use efforts equal to those it then employs with respect to the collection of accounts receivable consistent with the Company's practices prior to the Closing to collect such Net Accounts Receivable, and it shall not, without the written consent of the Shareholder, compromise, forgive, delay the time for collection or otherwise lessen any other obligation with respect to the Net Accounts Receivable, except where to do so would be co...
Accounts Receivable Adjustment. During the one (1) year period beginning on the Closing Date Xxxxxx will use commercially reasonable efforts to collect Accounts Receivable and shall provide a quarterly report to Shareholder Representative of the results of its collection activities. In addition, during that one (1) year period Xxxxxx shall cause Company to issue invoices for Work in Process in accordance with the applicable contract terms and in the Ordinary Course of Business, and shall use commercially reasonable efforts to collect the Work in Process Receivables. If the dollar amount of Accounts Receivable and Work in Process on the Closing Date Balance Sheet minus the Accounts Receivable and Work in Process Receivables actually collected by Company during the one (1) year period beginning on the Closing Date exceeds a basket amount of One Hundred Thousand Dollars ($100,000.00) (the “Receivables Basket”) then the principal amount of the First Promissory Note shall be reduced dollar for dollar by the amount of the excess over the Receivables Basket (such subtracted principal to be allocated proportionately among all holders of the First Promissory Note (or their assignees) in accordance with their relative share of the principal amount of such First Promissory Note) and payments under the First Promissory Note shall be re-amortized accordingly effective with the first anniversary of the Closing Date. Following any adjustment pursuant to this Section 2.3.2 Xxxxxx shall cause Company to assign to Shareholder Representative for the benefit of Seller all uncollected Accounts Receivable and Work in Process Receivables for collection action by Shareholder Representative for the benefit of Seller (the ownership of such uncollected Accounts Receivable and Work in Process Receivables to be allocated proportionately among all Party Shareholders and Non-Party Shareholders in accordance with their percentage ownership in the Seller). For U.S. federal, state and local income tax purposes, the parties agree that the value of any such uncollected Accounts Receivable and Work in Process Receivables that shall be transferred to Shareholder Representative pursuant to this Section 2.3.2 shall have a fair market value of $0.00, to the maximum extent allowable under applicable law, and the parties shall file their tax returns consistent with such agreement.. After such assignment neither Xxxxxx nor Company shall have any obligation to attempt to collect any such assigned Accounts Receivable or Work in Proc...
Accounts Receivable Adjustment. If the Base Gross AR Amount is less than $.2,871,094, then, subject to Section 1.6(e), the Purchase Price shall be decreased by, and Seller shall pay to Buyer, an amount equal to the discounted present value of the amount by which the Base Gross AR Amount is less than $3,022,204, using a discount rate of .065 and a discount period of three (3) years. If the Base Gross AR Amount is greater than $3,173,314, then, subject to Section 1.6(e), the Purchase Price shall be increased by, and Buyer shall pay to Seller, an amount equal to the discounted present value of the amount by which the Base Gross AR Amount is greater than $3.022,204, using a discount rate of .065 and a discount period of three (3) years. If the Base Gross AR Amount is greater than or equal to $2,871,094, but less than or equal to $3,173,314, then no adjustment shall be made to the Purchase Price, and no amount shall be due by any party hereto, under this Section 1.6(b).
Accounts Receivable Adjustment. If the Surviving Corporation does not collect, within the six (6) month calendar period immediately following the Closing Date, a total of Three Hundred Thousand and 00/100 Dollars ($300,000.00) in accounts receivable which it acquires pursuant to this Agreement, then the Shareholders shall pay to PainCare the “A/R Adjustment” (as hereinafter defined), if any. The “A/R Adjustment” shall equal the difference (but not less than zero) obtained by subtracting (1) the amount of accounts receivable actually collected by the Surviving Corporation during such time period from (2) the amount stated in the immediately preceding sentence. PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Shareholders within thirty days after notice given to the Shareholders of the amount of the A/R Adjustment together with an accounting showing original balance of, and the amount collected on, each account receivable the Subsidiary acquired pursuant to this Agreement.
Accounts Receivable Adjustment. If the Surviving Corporation, within the six (6) month calendar period immediately following the Closing Date, does not collect a total of Four Hundred Thousand and 00/100 Dollars ($400,000.00) from the Closing Date Accounts Receivable, then the Cash Due At Closing shall be reduced dollar for dollar by the A/R Adjustment. The “A/R Adjustment” shall equal the difference between the amount of Closing Date Accounts Receivable Accounts Receivable collected by the Surviving Corporation during such time period and Four Hundred Thousand and 00/100 Dollars ($400,000.00). PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Member within seven (7) days after the end of the six (6) month period.
Accounts Receivable Adjustment. As promptly as practicable following December 31, 2008, the Parties will determine the amount of 2007 Accounts Receivable that were collected during the 12 month period following the Closing (the “2007 A/R Collections”). The sum resulting by deducting the 2007 A/R Collections from the 2007 Accounts Receivable is the “A/R Adjustment.” The then outstanding principal balance of the Promissory Note shall be reduced by the full amount of the A/R Adjustment. After the A/R Adjustment has been calculated, and applied to the Promissory Note, the remaining uncollected 2007 Accounts Receivable shall be assigned to the Seller Representative.
Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following:
Accounts Receivable Adjustment. If the Subsidiary, within the twelve (12) month calendar period immediately following the Closing Date, does not collect a total of at least Six Hundred Thousand and 00/100 Dollars ($600,000.00) from the accounts receivable purchased pursuant to this Agreement (the “Acquired Accounts Receivable”), then the Initial Transaction Consideration shall be reduced dollar for dollar by the A/R Adjustment. The “A/R Adjustment” shall equal the difference between Six Hundred Thousand and 00/100 Dollars ($600,000.00) and the amount of the Acquired Accounts Receivable actually collected by the Subsidiary during such twelve (12) month period. Buyer shall receive payment for the A/R Adjustment through a lump sum cash payment from the Seller within seven (7) days after the end of the twelve (12) month period.
Accounts Receivable Adjustment. To the extent that ProMedCo-SW is unable to collect $2,065,227 from SELLER's Accounts Receivable within 120 days after the Closing, the Cash Consideration shall be reduced on a dollar for dollar basis. 0400630.14 080020-015 05/07/97 (1)
Accounts Receivable Adjustment. (a) Purchaser and the Sellers acknowledge and agree that all uncollected Accounts Receivable of the Sellers arising out of services rendered, care provided, goods sold, or property leased by the Sellers to or for the benefit of any residents of the Facilities prior to the Closing Date shall be included in the Purchased Assets to be transferred to Purchaser at the Closing (collectively, the “Purchased Accounts Receivable”). 40
