Collection Agent Matters Sample Clauses

Collection Agent Matters. (a) As of and from the Effective Time, Buyer shall serve as Seller’s agent for purposes of collecting Accounts Receivable and Agency Settlements owed to Seller, and paying Accounts Payable, Agency Settlements and the Accrued PTO Cash-Out Amounts owed by Seller. Buyer shall use commercially reasonable efforts consistent with its ordinary course collections practices to collect the Accounts Receivable and Agency Settlements when due and to timely pay the Agency Settlements and Accounts Payable owed by Seller, which payments shall be paid from collections of Accounts Receivable and Agency Settlements; provided that Buyer may but is not obligated to advance funds to pay any Accounts Payable or Agency Settlements, in which case Buyer shall be entitled to reimburse itself from collections of Accounts Receivable and Agency Settlements. By agreeing to act as Seller’s agent for the limited purposes set forth in this Section 6.24, Buyer does not guarantee, and Seller acknowledges that Buyer is not guaranteeing, that Buyer will collect all Accounts Receivable and Agency Settlements owed to Seller as of the Closing Date, and Buyer will have no liability to Seller for Buyer’s inability to collect all such Accounts Receivable and Agency Settlements. Buyer may engage a third party collection agency or consultant with Medicare cost report expertise to facilitate collection of Accounts Receivable and Agency Receivables, respectively, or otherwise assign its obligations under this Section 6.24(a) to a third party. Buyer shall maintain accurate and complete records of its collection and payment activities under this Section 6.24(a). (b) If the sum of (i) cash received by Buyer upon collection of Accounts Receivable and Agency Settlements plus Seller PIP Payments plus Seller Straddle Patient Payments, without duplication, exceeds the sum of (ii) cash paid by Buyer to satisfy Accounts Payable and Agency Settlements, plus the aggregate Accrued PTO Cash-Out Amount paid by Buyer on behalf of Seller, plus the Collection Service Fee, then Buyer shall deliver such excess amount to Seller, by wire transfer of immediately available funds, within five (5) days after the second anniversary of the Closing Date.