COLLECTION AND APPLICATION. On, and during the 120 days after, the Closing Date (the "Collection Period"), Post-Merger Xxxxxxxx and Xxxxxxxx will, and will cause their respective Subsidiaries to, use reasonable efforts in accordance with their respective normal business practices (not including resorting to or threatening litigation) to collect the Xxxxxxxx Receivables, including issuing invoices for those Xxxxxxxx Receivables for which invoices have not been issued prior to the Closing Date. Collections from any Person which is a debtor with respect to any Xxxxxxxx Receivable (a "Xxxxxxxx Debtor") will be applied in the chronological order of the xxxxxxxx of Xxxxxxxx, Xxxxxxxx Two, Xxxxxxxx ------------------- Adjustment Amount is $18,500,000 and the Stockholder Representative disputes that determination and asserts that the Adjustment Amount is $19,000,000, then only $500,000 is in dispute. In that case, even prior to the resolution of such dispute, Post-Merger Xxxxxxxx will be entitled to retain from the proceeds of the Xxxxxxxx Receivables as provided in Section 3.G(4), or withdraw from the Indemnity Fund, $1,000,000 (along with a proportionate share of the "Escrow Income" referred to in the Indemnity Escrow Agreement, in the case of such a withdrawal from the Indemnity Fund). Three, Post-Merger Xxxxxxxx and their respective Subsidiaries, as applicable, to such Xxxxxxxx Debtor (i.e., to the oldest unpaid billing first) unless (i) such Xxxxxxxx Debtor disputes in writing its obligation to pay such billing, (ii) such Xxxxxxxx Debtor indicates in writing that such payment is to be applied in another, specified manner, or (iii) other facts or circumstances exist in light of which it would be reasonable to conclude that such Xxxxxxxx Debtor does not intend such payment to be applied in such a manner.
COLLECTION AND APPLICATION. On, and during the 120 days ---------- --- ----------- after, the Closing Date (the "Collection Period"), Post-Merger Xxxxxxxx and ---------- ------ Xxxxxxxx will, and will cause their respective Subsidiaries to, use reasonable efforts in accordance with their respective normal business practices (not including resorting to or threatening litigation) to collect the Xxxxxxxx Receivables, including issuing invoices for those Xxxxxxxx Receivables for which invoices have not been issued prior to the Closing Date. Collections from any Person which is a debtor with respect to any Xxxxxxxx Receivable (a "Xxxxxxxx Debtor") will be applied in the -------- ------ chronological order of the xxxxxxxx of Xxxxxxxx, Xxxxxxxx Two, Xxxxxxxx Three, Post-Merger Xxxxxxxx and their respective Subsidiaries, as applicable, to such Xxxxxxxx Debtor (i.e., to the oldest unpaid billing first) unless (i) such Xxxxxxxx Debtor disputes in writing its obligation to pay such billing, (ii) such Xxxxxxxx Debtor indicates in writing that such payment is to be applied in another, specified manner, or (iii) other facts or circumstances exist in light of which it would be reasonable to conclude that such Xxxxxxxx Debtor does not intend such payment to be applied in such a manner. (3) Efforts by Stockholder Representative or Old Xxxxxxxx ------- -- ----------- -------------- -- --- -------- Stockholders. So long as Post-Merger Xxxxxxxx and Xxxxxxxx are in ------------ compliance with this Section 3.G, neither the Stockholder Representative nor any Old Xxxxxxxx Stockholder will make any direct solicitation of any Xxxxxxxx Debtor for purposes of collecting any Xxxxxxxx Receivable during the Collection Period, except as may be agreed to by Post-Merger Xxxxxxxx and the Stockholder Representative and except with respect to those Xxxxxxxx Receivables which may be or become more than 180 days past due and those Xxxxxxxx Receivables with respect to which Post-Merger Xxxxxxxx, Xxxxxxxx or any of their respective Subsidiaries has received written notice of a dispute from the related Xxxxxxxx Debtor (a copy of which notice Post-Merger Xxxxxxxx will promptly forward to the Stockholder Representative).
