Offset for Accounts Receivable Clause Samples

Offset for Accounts Receivable. Buyer shall be entitled to an offset against the Holdback in an amount in cash equal to the Uncollected Receivables (as hereinafter defined), in accordance with the procedures set forth below: (i) On or before the first business day following the date that is one hundred and eighty (180) days after the Closing Date, Buyer shall deliver to Seller a statement (the "Receivables Statement") setting forth the Total Collections (as hereinafter defined) and Uncollected Receivables as of one hundred and eighty (180) days after the Closing Date (the "Receivables Statement Date"). For purposes of this Agreement, "Closing Date Receivables" shall mean all accounts receivable of Seller (net of reserves for doubtful accounts) listed as of the Closing Date on the schedule of notes and accounts receivable to be delivered by Seller on the Closing Date pursuant to Section 4.11 hereof and approved by Buyer and Seller on such date; "Total Collections" shall mean the amount of cash collected in respect of the Closing Date Receivables through the Receivables Statement Date; and "Uncollected Receivables" shall equal Closing Date Receivables, reduced by (i) Total Collections, and (ii) the allowance for doubtful accounts on the books of Seller for bad debt related to the Closing Date Receivables. Buyer agrees to process collection of the Closing Date Receivables in good faith using its normal and customary collection