Common use of Certain Receivables Clause in Contracts

Certain Receivables. (a) At the Closing, Buyer will deliver to the Operator (i) written instructions, in a form reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds resulting from any adjustment paid in furtherance of the audit of Joint Operating Agreement revenues and expenses for the period prior to the Effective Date and (ii) with respect to the items set forth on Schedule 8.10, written instructions, in forms reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds resulting from any payment with respect to the items set forth on Schedule 8.10 (regardless of the amounts set forth in Schedule 8.10, the Parties recognizing that the amounts set forth in Schedule 8.10 are merely estimates). (b) Following payment of an indemnification claim pursuant to Article IX by CMS or Seller and upon request from CMS or Seller, Crestar, Buyer and the Company (i) will assign to CMS and Seller any rights it may have with respect to any and all proceeds representing refunds, credits, offsets or other items of value received from Third Parties attributable to the Indemnified Losses giving rise to such indemnification claim payment, (ii) will, to the fullest extent permissible under applicable law, assign to CMS and Seller any and all rights, claims, counterclaims or causes of action against Third Parties with respect to the matter covered by such indemnification claim, (iii) will join an action initiated by any of the other parties to the Subject Contracts against any Third Party with respect to the matter covered by such indemnification claim (provided that, (x) CMS and Seller shall be responsible for the out-of-pocket costs and expenses of Crestar, the Buyer or the Company with respect to any such action, (y) CMS shall have the right to select the legal counsel for any such action, and (z) if Crestar, Buyer or the Company desire to have additional legal counsel with respect to such action, it may do so at its sole cost and expense) and (iv) will deliver to the Operator written instructions, in a form reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds representing a refund of or offset from Third Parties attributable to the Indemnified Losses giving rise to such indemnification claim payment. In the event Crestar, Buyer or the Company is to receive the proceeds described in this Section 8.10 from a Third Party other than the Operator, upon request from CMS or Seller, Crestar, Buyer or the Company (as applicable) will deliver the instructions described above to such other Third Party. In addition, Buyer will cause the Company to wire transfer in immediately available funds to Seller promptly upon receipt any and all proceeds received by the Company with respect to the items described in this Section 8.10. Any payments by the Company to the Seller under this Section 8.10 shall not constitute adjustments to the Purchase Price and shall be made to the Designated Account. (c) Following payment by Crestar or Buyer to CMS or Seller of an indemnification claim pursuant to Article IX, Seller or CMS, as applicable, will wire transfer in immediately available funds to Buyer promptly upon receipt any and all proceeds received by CMS or Seller from Third Parties as refunds or reimbursements attributable to the indemnification claim payment made by Crestar or Buyer. If, after the Closing Date, CMS or Seller receive proceeds of the Company that are not attributable to the matters described in Schedule 8.10 (or otherwise attributable to the account of CMS or the Seller under this Agreement), it shall wire transfer in immediately available funds to the Company such amounts promptly upon receipt of the same.

Certain Receivables. (a) At Following the ClosingClosing Date, Company agrees to, and Buyer will deliver agrees to cause Company to, reasonably promptly remit to the Operator Shareholder Representative (for the benefit of Designated Sellers) all amounts (including principal and interest) received by Company or Buyer with respect to the Promissory Note of 544, Inc., dated January 7, 1999, in the principal amount of $350,000, payable to Company (as successor by merger to Four Seasons Ice Co.) (the "Note"), issued in connection with the Contract of Sale between Alstates Construction Co. Inc. and Company (as successor by merger to Four Seasons Ice Co.) dated December 7, 1998 regarding real property in Horry County, South Carolina (the "Contract of Sale"). Upon request of the Shareholder Representative, at any time, Company agrees to, and Buyer agrees to cause Company to, reasonably promptly transfer and assign to the Shareholder Representative (for the benefit of Designated Sellers), without any further consideration from Designated Sellers, all right, title and interest of Company in, to and under (i) written instructionsthe Note, and (ii) any interest in any property or assets, including the real property referred to in the Contract of Sale, in which the obligor under the Note has granted a form reasonably acceptable security interest, mortgage, deed of trust or other interest as security or collateral for its obligations under the Note. Upon receiving any amounts with respect to Sellerthe Note, directing the Operator Shareholder Representative promptly shall disburse such amounts to pay Designated Sellers on a basis proportionate to Seller directly any and all proceeds resulting from any adjustment paid in furtherance the Designated Sellers Percentages. (b) To the extent accounts receivable reflected on the most recent Balance Sheet or on the accounting records of Company as of the audit Accounting Effective Time (i) have not been collected as of Joint Operating Agreement revenues and expenses for the period prior to 90th day after the Effective Closing Date and (ii) have been correspondingly disregarded in computing Final Closing Net Working Capital pursuant to Appendix 2.4 (such accounts receivable, "Stale Pre-Closing Receivables"), Company agrees to, and Buyer agrees to cause Company to, reasonably promptly remit to the Shareholder Representative (for the benefit of Designated Sellers) all amounts received by Company or Buyer with respect to Stale Pre-Closing Receivables. Company agrees to, and Buyer agrees to cause Company to, use commercially reasonable efforts in the ordinary course to collect Stale Pre-Closing Receivables. Upon request of the Shareholder Representative, at any time after any adjustment to the Purchase Price in respect of Final Closing Net Working Capital has been paid pursuant to Section 2.6, Company agrees to, and Buyer agrees to cause Company to, reasonably promptly transfer and assign to the Shareholder Representative (for the benefit of Designated Sellers), without any further consideration from Designated Sellers, all right, title and interest of Company in, to and under the Stale Pre-Closing Receivables. Upon receiving any amounts with respect to the items set forth on Schedule 8.10, written instructions, in forms reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds resulting from any payment with respect to the items set forth on Schedule 8.10 (regardless of the amounts set forth in Schedule 8.10Stale Pre-Closing Receivables, the Parties recognizing that the Shareholder Representative promptly shall disburse such amounts set forth in Schedule 8.10 are merely estimates). (b) Following payment of an indemnification claim pursuant to Article IX by CMS or Seller and upon request from CMS or Seller, Crestar, Buyer and the Company (i) will assign to CMS and Seller any rights it may have with respect to any and all proceeds representing refunds, credits, offsets or other items of value received from Third Parties attributable to the Indemnified Losses giving rise to such indemnification claim payment, (ii) will, to the fullest extent permissible under applicable law, assign to CMS and Seller any and all rights, claims, counterclaims or causes of action against Third Parties with respect to the matter covered by such indemnification claim, (iii) will join an action initiated by any of the other parties to the Subject Contracts against any Third Party with respect to the matter covered by such indemnification claim (provided that, (x) CMS and Seller shall be responsible for the out-of-pocket costs and expenses of Crestar, the Buyer or the Company with respect to any such action, (y) CMS shall have the right to select the legal counsel for any such action, and (z) if Crestar, Buyer or the Company desire to have additional legal counsel with respect to such action, it may do so at its sole cost and expense) and (iv) will deliver to the Operator written instructions, in Designated Sellers on a form reasonably acceptable to Seller, directing the Operator to pay to Seller directly any and all proceeds representing a refund of or offset from Third Parties attributable to the Indemnified Losses giving rise to such indemnification claim payment. In the event Crestar, Buyer or the Company is to receive the proceeds described in this Section 8.10 from a Third Party other than the Operator, upon request from CMS or Seller, Crestar, Buyer or the Company (as applicable) will deliver the instructions described above to such other Third Party. In addition, Buyer will cause the Company to wire transfer in immediately available funds to Seller promptly upon receipt any and all proceeds received by the Company with respect to the items described in this Section 8.10. Any payments by the Company to the Seller under this Section 8.10 shall not constitute adjustments to the Purchase Price and shall be made basis proportionate to the Designated AccountSellers Percentages. (c) Following payment by Crestar or Buyer to CMS or Seller of an indemnification claim pursuant to Article IX, Seller or CMS, as applicable, will wire transfer in immediately available funds to Buyer promptly upon receipt any and all proceeds received by CMS or Seller from Third Parties as refunds or reimbursements attributable to the indemnification claim payment made by Crestar or Buyer. If, after the Closing Date, CMS or Seller receive proceeds Company agrees to, and Buyer agrees to cause Company to, reasonably promptly remit to the Shareholder Representative (for benefit of the Designated Sellers) all amounts received by Company that are not attributable or Buyer with respect to (i) the pre-Closing surrender for cash value of life insurance policies on the life of ▇. ▇▇▇▇▇▇ owned by Company, and (ii) the pre-Closing surrender for cash value of the life insurance policies listed in Appendix 7.6 owned by Company in connection with its obligations under Company's Nonqualified Deferred Compensation Plan prior to Company's termination of such Plan. Neither Buyer nor Company shall have any duty to pursue payments or to act in any way on behalf of Designated Sellers in respect of such policies. Upon request of the Shareholder Representative, at any time, Company agrees to, and Buyer agrees to cause Company to, reasonably promptly transfer and assign to the matters described in Schedule 8.10 Shareholder Representative (or otherwise attributable for the benefit of Designated Sellers), without any further consideration from Designated Sellers, all right, title and interest of Company in, to and under such life insurance policies, including without limitation the right to payment of the cash surrender values therefor. Upon receiving any amounts with respect to such life insurance policies, the Shareholder Representative promptly shall disburse such amounts to Designated Sellers on a basis proportionate to the account of CMS or Designated Sellers Percentages. Notwithstanding anything to the Seller under contrary in this Agreement), it shall wire transfer Designated Sellers will indemnify and hold harmless Buyer and Company for any and all claims or disputes arising out of or in immediately available funds to the Company connection with such amounts promptly upon receipt of the samelife insurance policies.