Common use of Collection of Accounts Receivable Clause in Contracts

Collection of Accounts Receivable. Company shall use its commercially reasonable efforts to collect for Buyer's account all accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivable.

Collection of Accounts Receivable. Company From and after the Closing --------------------------------- Date, the Surviving Corporation shall use its commercially reasonable efforts to collect for Buyer's account all the accounts receivable balances set forth of the Company that are reflected on the Final financial or accounting records of the Company as of the Closing Balance Sheet (the "Accounts -------- Receivable"). The Surviving Corporation shall not settle an Account Receivable ---------- at less than face value without the prior written consent of the Stockholders' Representative, which consent will not be unreasonably withheld. If an Account Receivable has not been collected within 120 days after the Closing Date, then, for a period of 45 days after the date that the Stockholders' Representative receives notice that the Accounts Receivable are past due (the "Collection ---------- Period"), the Stockholders' Representative, on behalf of the Surviving ------ Corporation, shall use commercially reasonable efforts with the cooperation of the Surviving Corporation to effect such collection and the Stockholders' Representative shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant any monies so collected to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)Surviving Corporation. The Company Stockholders shall apply all accounts receivable payments received from customers not have liability under Section 3.25 until the expiration of such Collection Period. If any Parent Indemnified Party receives indemnification due to the specific invoices for which such payments are submitted if correlation uncollectability of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possibleAccounts Receivable, then such payments the Surviving Corporation shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's its right, title and interest in to all uncollected Accounts Receivable to the Stockholders' Representative at the time of such indemnity payment. The liability of the Company Stockholders to the Parent Indemnified Parties is only if and to any receivables reflected in the Final Closing Business Balance Sheet which extent that the Accounts Receivable are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following a total amount of the transfer face amount of such receivables. Buyer will not adjust any accounts receivable balances the Accounts Receivable less the applicable reserve reflected on the Final Closing Business Balance Sheet without the written consent financial or accounting records of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to Company as of the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivableClosing.

Collection of Accounts Receivable. Company Between the Closing Date and the end of the Collection Period, Buyer shall use its commercially all reasonable efforts to collect for Buyer's account the Accounts Receivable, taking any and all accounts receivable balances set forth on necessary or advisable actions to collect the Final Closing Balance Sheet Accounts Receivable with such effort being consistent with and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to no less than the Business' product warranties as assumed efforts made by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of its other accounts receivable arising from Company's business in the ordinary course of its business, provided that Buyer shall not be obligated to refer any matter to a collection agency, file a claim in court or otherwise resort to litigation. Within ten (10) Business Days following the end of each calendar quarter occurring during the Collection Period, Buyer shall provide to Seller a status update on the collection of the Accounts Receivable. Thirty (30) days prior to the Closing Dateexpiration of the Collection Period, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order if Buyer has been unable to collect any delinquent accounts included Accounts Receivable, Buyer shall so notify Seller and Seller shall be authorized to participate in Company's accounts receivablethe collection effort in cooperation with Buyer (which Seller may or may not at its option elect to do). For any Accounts Receivable not paid within the Collection Period, Buyer shall as of the last day of the Collection Period assign to Seller in an assignment instrument reasonably acceptable to Seller, any and all Accounts Receivable not paid within the Collection Period and that result in a Receivable Shortfall; provided, that, to the extent Buyer or any of its Affiliates receives payment for any such Accounts Receivable (or any portion thereof) at any time after the expiration of the Collection Period, all such amounts shall be promptly delivered to Seller.

Collection of Accounts Receivable. To the extent any accounts receivable of the Company that existed on the Closing Date (the “Closing Date Accounts Receivable”) shall use its remain uncollected at the end of the sixth month following the Closing Date, Trintech, Inc. may, provided Trintech, Inc. used commercially reasonable efforts to collect such accounts, at its option at any time thereafter, assign such uncollected Closing Date Accounts Receivable to the Shareholders’ Representative in exchange for Buyer's account all accounts receivable balances set forth the release to Trintech, Inc. from the Base Escrow Amount included in the Escrow Fund of an amount equal to (a) the aggregate balance on the Final Closing Balance Sheet Date of the Closing Date Accounts Receivable, net of any reserve for doubtful accounts that was taken into account in determining the Measured Assets, minus (b) the aggregate amount collected in respect of all Closing Date Accounts Receivable after the Closing Date. The Shareholders’ Representative, acting on behalf of all Senior Preferred Shareholders, shall cooperate in the release of such funds from escrow. The Shareholders’ Representative shall thereafter be entitled to take such actions as he, she or it, as the case may be, may deem reasonable and shall promptly remit appropriate to Buyer all amounts collected. To facilitate collection of collect such assigned accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to provided that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the prior written consent of the CompanyTrintech, Inc., which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to , the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company Shareholders’ Representative shall not take action that could reasonably be required expected to file suit, employ damage the services Surviving Corporation’s relationship with any of a collection agency its customers or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivableclients.

Collection of Accounts Receivable. Company It is the intent and agreement of the Parties that the Buyer shall use its commercially reasonable efforts be entitled to collect for Buyer's account all accounts receivable balances set forth on income generated from the Final Closing Balance Sheet Accounts Receivable and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant the Contracts transferred by the Seller to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)this Agreement. Company If any Customer, with respect to any Account Receivable or Contract which belongs to the Buyer pays the Seller, the Seller shall apply remit to the Buyer, within ten (10) days of the receipt thereof by the Seller, all accounts receivable payments so received from customers such Customer. The Seller and the Members shall, at no expense to the specific invoices for which Buyer, provide such payments are submitted if correlation of specific invoices reasonable cooperation and assistance as may be requested by the Buyer from time to time to assist with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior any amounts due with respect to any of the Accounts Receivable or any of the Contracts to be transferred by the Seller to the Closing DateBuyer pursuant to this Agreement. Such cooperation shall include, provided that Company but not be limited to, reviewing the books and records with respect to any Customer, assisting with communications with any Customer, and appearing as a witness in any legal proceedings relating the collection of any amounts relating to such Accounts Receivable or such Contract. The Buyer shall collect all of such Accounts Receivable for its account in accordance with its reasonable business practices and applicable Law, but shall not be required to file suit, employ the services of a collection agency bring any action or commence take any other official proceeding in order extraordinary steps to collect any delinquent accounts included such Accounts Receivable. Any Accounts Receivable not collected by the Buyer within ninety (90) days of the Closing Date shall, at the Buyer’s option, be reassigned to the Seller, and the Buyer may, at its option: (i) request the Escrow Agent to release from the Escrow Fund (in Company's accounts receivableaccordance with the terms of the Escrow Agreement) the amount of such uncollected receivables from the Escrow Fund, if available, or (ii) if the remaining balance of the Escrow Fund is insufficient to cover the amount of such uncollected receivables, then the Seller and the Members shall jointly and severally be obligated to pay the Buyer the remaining balance of the uncollected amount of such receivables in cash.

Collection of Accounts Receivable. Company From and after the Closing Date, Parent shall use its cause Target to use, and Target shall use, commercially reasonable efforts to collect for Buyer's account all the accounts receivable balances set forth on of the Final Target as of the Effective Date as reflected in the final Post-Closing Balance Sheet Report (the "Accounts Receivable"); provided, however, that Target may elect, but shall have no obligation, to retain third parties or institute litigation to collect the same. Within thirty (30) days after the expiration of the first anniversary of the Effective Date, Parent shall cause Target to prepare, and Target shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign prepare and deliver to Company a report which lists (i) the Company all Accounts Receivable which remain uncollected as of Buyer's rightthe first anniversary of the Effective Date, title (ii) provides a summary of the expenses, if any, reasonably incurred with respect to the collection of the Accounts Receivable, and interest in (iii) sets forth a calculation of the "Collected A/R Amount" (which is defined as the sum of the Accounts Receivable collected less the reasonable collection expenses incurred), and to any receivables reflected in the Final shortfall, if any, between the sum of the Accounts Receivable (net of the reserves for doubtful accounts indicated on the final Post-Closing Business Balance Sheet which are not collected within one hundred twenty Sheet) and the Collected A/R Amount. Within ten (12010) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the after said report is delivered to Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially pay to Parent (or the same manner after applicable Target, at Parent's request), any shortfall indicated on such report. As to all Accounts Receivable or portions of Accounts Receivable which remain uncollected as of the Closing first anniversary of the Effective Date, following receipt by Parent (or Target as is customary in the collection case may be) from Company of accounts receivable arising from Company's business prior any payment due Parent (or Target as the case may be) with respect to such uncollected Accounts Receivable, Target shall execute, and Parent shall cause Target to execute, upon request, such documents of reassignment or other consents or authorizations as are necessary or convenient to transfer the uncollected Accounts Receivable which existed as of the Effective Time or portions thereof to the Closing Date, provided that Company shall not be required and to file suit, employ facilitate the services enforcement of a collection agency or commence any other official proceeding the reassigned obligations by Company in order to collect any delinquent accounts included in Company's accounts receivableits own name and right.

Collection of Accounts Receivable. Company shall Following the Closing, Seller may use its commercially reasonable efforts means to collect for Buyer's account all the accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant receivables related to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)Business that Seller retains in accordance with the procedures delineated on Schedule 10.1 hereto. Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible andSeller shall, if such correlation is not reasonably possiblewithin two (2) business days following receipt thereof, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver forward to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 payments received by Seller that belongs to the contraryCompany (each such payment to be forwarded to the Company without discount or deduction even if such payment relates to an Acquired Accounts Receivable, in which event the Company shall undertake treat such payment as a collection efforts in substantially with respect to an Acquired Account Receivable for the same manner purposes of Section 3.4 hereof). Similarly, the Company shall, upon receiving after the Closing Date any payment of an account receivable that does not constitute an Acquired Account Receivable, forward such payment to Seller within two (2) business days following receipt thereof. Except as is customary provided in the collection of immediately following sentence, the Company will credit all payments collected to accounts receivable arising from Company's business prior in descending order of age, and allow Seller to use a "first in, first out" inventory accounting principle (the "FIFO" method) for crediting its retained accounts receivable relating to the Closing Date, provided Business so that funds forwarded by the Company to Seller to satisfy an outstanding customer account receivable will be credited first to the oldest outstanding account(s) receivable of such customer of the Business retained by Seller. Neither Seller nor the Company shall not be required to file suitforward funds under this Section 10.1 if there is a bona fide dispute as to the obligation of the customer to pay the applicable account receivable; provided, employ the services that a dispute as to a particular account receivable of a collection agency or commence customer of the Business shall not constitute grounds for withholding the forwarding of funds under this Section 10.1 in relation to any other official proceeding in order to collect any delinquent other, undisputed accounts included in Company's accounts receivablereceivable of such customer of the Business.

Collection of Accounts Receivable. Company From and after the Closing Date, Parent shall use its cause Target to use, and Target shall use, commercially reasonable efforts to collect for Buyer's account all the accounts receivable balances set forth on of the Final Target as of the Effective Date as reflected in the final Post-Closing Balance Sheet Report (the "Accounts Receivable"); provided, however, that Target may elect, but shall have no obligation, to retain third parties or institute litigation to collect the same. Within thirty (30) days after the expiration of the first anniversary of the Effective Date, Parent shall cause Target to prepare, and Target shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign prepare and deliver to Company a report which lists (i) the Company all Accounts Receivable which remain uncollected as of Buyer's rightthe first anniversary of the Effective Date, title (ii) provides a summary of the expenses, if any, reasonably incurred with respect to the collection of the Accounts Receivable, and interest in (iii) sets forth a calculation of the "Collected A/R Amount" (which is defined as the sum of the Accounts Receivable collected less the reasonable collection expenses incurred), and to any receivables reflected in the Final shortfall, if any, between the sum of the Accounts Receivable (net of the reserves for doubtful accounts indicated on the final Post-Closing Business Balance Sheet which are not collected within one hundred twenty Sheet) and the Collected A/R Amount . Within ten (12010) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the after said report is delivered to Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially pay to Parent (or the same manner after applicable Target, at Parent's request), any shortfall indicated on such report. As to all Accounts Receivable or portions of Accounts Receivable which remain uncollected as of the Closing first anniversary of the Effective Date, following receipt by Parent (or Target as is customary in the collection case may be) from Company of accounts receivable arising from Company's business prior any payment due Parent (or Target as the case may be) with respect to such uncollected Accounts Receivable, Target shall execute, and Parent shall cause Target to execute, upon request, such documents of reassignment or other consents or authorizations as are necessary or convenient to transfer the uncollected Accounts Receivable which existed as of the Effective Time or portions thereof to the Closing Date, provided that Company shall not be required and to file suit, employ facilitate the services enforcement of a collection agency or commence any other official proceeding the reassigned obligations by Company in order to collect any delinquent accounts included in Company's accounts receivableits own name and right.

Collection of Accounts Receivable. Company It is the intent and agreement of the Parties that the Buyer shall use its commercially reasonable efforts be entitled to collect for Buyer's account all accounts receivable balances set forth on income generated from the Final Closing Balance Sheet Accounts Receivable and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant the Contracts transferred by the Seller to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)this Agreement. Company If any Customer, with respect to any Account Receivable or Contract which belongs to the Buyer pays the Seller, the Seller shall apply remit to the Buyer, within ten (10) days of the receipt thereof by the Seller, all accounts receivable payments so received from customers such Customer. The Seller and the Stockholders shall, at no expense to the specific invoices for which Buyer, provide such payments are submitted if correlation reasonable cooperation and assistance as may be requested by the Buyer from time to time to assist with the collection of specific invoices any amounts due with respect to any of the Accounts Receivable or any of the Contracts to be transferred by the Seller to the Buyer pursuant to this Agreement. Such cooperation shall include, but not be limited to, reviewing the books and records with respect to any Customer, assisting with communications with any Customer, and appearing as a witness in any legal proceedings relating the collection of any amounts relating to such payments is reasonably possible and, if Accounts Receivable or such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance firstContract. The Buyer shall promptly transfer, assign and deliver to the Company collect all of Buyer's rightsuch Accounts Receivable for its account in accordance with its reasonable business practices and applicable Law, title and interest in and but shall not be required to bring any receivables reflected in the Final Closing Business Balance Sheet which are action or take any extraordinary steps to collect any such Accounts Receivable. Any Accounts Receivable not collected by the Buyer within one hundred twenty (120) days following Closing. of the Closing Date shall, at the Buyer’s option, be reassigned to the Seller, and the Buyer shall reasonably assist may, at its option: (i) request the Escrow Agent to release from the Escrow Fund (in collection efforts following accordance with the transfer terms of the Escrow Agreement) the amount of such receivables. Buyer will not adjust any accounts receivable balances reflected on uncollected receivables from the Final Closing Business Balance Sheet without Escrow Fund, if available, or (ii) if the written consent remaining balance of the CompanyEscrow Fund is insufficient to cover the amount of such uncollected receivables, which consent then the Seller and the Stockholders shall not jointly and severally be unreasonably withheld. Notwithstanding anything contained obligated to pay the Buyer the remaining balance of the uncollected amount of such receivables in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivablecash.

Collection of Accounts Receivable. It is the intent and agreement of the Parties that the Buyer shall be entitled to all income generated from the Accounts Receivable and the Contracts transferred by the Company shall use its commercially reasonable efforts to collect for Buyer's account all accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)this Agreement. Company If any Customer, with respect to any Account Receivable or Contract which belongs to the Buyer pays the Seller, the Seller shall apply remit to the Buyer, within ten (10) days of the receipt thereof by the Seller, all accounts receivable payments so received from customers such Customer. The Seller and the Stockholders shall, at no expense to the specific invoices for which Buyer, provide such payments are submitted if correlation of specific invoices reasonable cooperation and assistance as may be requested by the Buyer from time to time to assist with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior any amounts due with respect to any of the Accounts Receivable or any of the Contracts to be transferred by the Company to the Closing DateBuyer pursuant to this Agreement. Such cooperation shall include, provided that Company but not be limited to, reviewing the books and records with respect to any Customer, assisting with communications with any Customer, and appearing as a witness in any legal proceedings relating the collection of any amounts relating to such Accounts Receivable or such Contract. The Buyer shall collect all of such Accounts Receivable for its account in accordance with its reasonable business practices and applicable Law, but shall not be required to file suit, employ the services of a collection agency bring any action or commence take any other official proceeding in order extraordinary steps to collect any delinquent accounts included such Accounts Receivable. Any Accounts Receivable not collected by the Buyer within three hundred fifty (350) days of the Closing Date shall, at the Buyer’s option (and as the Buyer’s sole remedy), be reassigned to the Seller, and the Buyer may, at its option: (i) request the Escrow Agent to release from the Escrow Fund (in Company's accounts receivableaccordance with the terms of the Escrow Agreement) the amount of such uncollected receivables from the Escrow Fund, if available, or (ii) if the remaining balance of the Escrow Fund is insufficient to cover the amount of such uncollected receivables, then the Seller and the Stockholders shall jointly and severally be obligated to pay the Buyer the remaining balance of the uncollected amount of such receivables in cash. This Section 5.8(b) sets forth the Buyer’s sole remedy for any uncollected Accounts Receivable. Following the reassignment of any Accounts Receivable, the Seller and the Stockholders may take such actions as they deem reasonably necessary to collect any such reassigned Accounts Receivable.

Collection of Accounts Receivable. Company Seller will instruct all of the Account Debtors to mail or deliver payments on its Accounts Receivable directly to Versant at its address herein above set forth or at such other address as Versant may specify in a written notice to Seller. Versant shall use its commercially reasonable efforts be entitled to collect for Buyer's account all accounts receivable balances set forth on of the Final Closing Balance Sheet Accounts Receivable directly from the Account Debtors whether or not Versant elects to purchase any one or more of such Accounts Receivable. Such instructions shall not be rescinded or modified without Versant’s prior written consent. If, despite such instructions, Seller shall receive any collections or other proceeds of the Accounts Receivable assigned to Versant, Seller shall as soon as practicable, but in no event later than two (2) business days after such receipt, deliver such payments, in the exact form received, to Versant. Failure to deliver such payments to Versant as provided herein shall be deemed a default under the Factoring Agreement and shall promptly remit under the Security Agreement and shall, in addition to Buyer any and all other amounts collecteddue, cause Seller to be obligated to pay to Versant, a charge of fifteen (15%) percent of the amount of any such payment which has been received by Seller and not delivered in kind to Versant as provided herein. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable All payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments by Versant shall be applied as provided in Section 4 above. Versant shall have no liability to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to Seller for any mistake in the Company all application of Buyer's right, title and interest in and any payment received with respect to any receivables reflected Account Receivable, provided Versant shall have acted in good faith and without gross negligence in respect thereof. All payments of Accounts Receivable received by Seller or the Final Closing Business Balance Sheet which proceeds of any other of Versant’s collateral received by Seller shall be deemed to have been received by Seller in trust for Versant and are not collected within one hundred twenty (120) days following Closingto be commingled with Seller’s assets. Buyer shall reasonably assist Furthermore, any such commingling will be treated as an intentional or grossly negligent act done in collection efforts following the transfer conscious disregard of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivableVersant’s rights.

Collection of Accounts Receivable. Company All Accounts Receivable (the "Accounts Receivable") due and owing to SCS at the Closing Date shall use its commercially reasonable efforts to collect for Buyerbe collected by the Purchaser in the ordinary course of business. In connection with the Purchaser's account collection of the Accounts Receivable, the Purchaser shall retain one percent of all accounts receivable balances set forth amounts collected as a collection fee and such fee shall be deducted from the amounts collected by the Purchaser. Payments on the Final Closing Balance Sheet and Accounts Receivable shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant be applied to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all oldest accounts receivable payments received from customers to first unless a debtor indicates the specific invoices for account he is paying in which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments event payment shall be applied to that customer's oldest outstanding accounts receivable balance firstaccount; provided, however, the Purchaser shall in no way instruct a debtor on the manner in which a payment is applied. Buyer The proceeds collected by the Purchaser, net of collection fees and out-of-pocket expenses, shall be held in trust for the benefit of the Stockholders and shall be distributed promptly transfer, assign and deliver after the receipt thereof to the Company all of Buyer's right, title and interest in and to Representative. In the event that any receivables reflected in Stockholder receives any payment for services rendered or products sold by SCS or the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner Purchaser after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company such Stockholder shall not be required hold such payment in trust for the benefit of SCS and the Purchaser and promptly remit such payment to file suitSCS or the Purchaser upon their receipt thereof. Upon a date which is 120 days from the Closing Date, employ the services of a collection agency or commence any other official proceeding in order Purchaser shall transfer and assign all uncollected Accounts Receivable to the Stockholders and the Stockholders shall have the right to attempt to collect any delinquent accounts included the unpaid Accounts Receivable; provided, however, in Companyconnection with such collection efforts, the Stockholders shall use their best efforts not to disrupt or affect SCS's accounts receivableor the Purchaser's relationship with their existing customers.