Common use of RECEIVABLES GUARANTEED Clause in Contracts

RECEIVABLES GUARANTEED. The Shareholders of each of the Companies warrant to Buyer that the accounts receivable of such Company as of the Closing Date as set forth on the Effective Date Balance Sheet (such accounts receivable, the "Receivables") will be collected by such Company in the aggregate full face amount thereof, net of reserves therefor as shown on such Company's Effective Date Balance Sheet, no later than one hundred eighty (180) days from the date of the Closing. If a Company shall fail to collect the aggregate full face amount of its Receivables, net of such reserves set forth therefor on such Company's Effective Date Balance Sheet, by one hundred eighty (180) days from the date of the Closing, then (i) the Shareholders of such Company may acquire by assignment from such Company any funds (only when and to the extent received by such Company) with respect to such uncollected Receivables by payment to the applicable Company of an amount in cash equal to such uncollected Receivables, net of such reserves, on or before one hundred eighty (180) days from the date of Closing, or (ii) Buyer may, at its option exercisable in its sole discretion, (A) seek indemnification against the Shareholders of the applicable Company, or (B) reduce the amount of FYI Stock payable to the Shareholders of such Company pursuant to Section 1.1 hereto, or if the amount of FYI Stock earned by such Shareholders is not sufficient to compensate for such Company's uncollected Receivables, Buyer and the applicable Company may seek indemnification against the Shareholders for the amount of uncollected Receivables, net of reserves therefor as shown on the Effective Date Balance Sheet of such Company, in accordance with Article IX hereof, or effect a combination of the foregoing. Buyer and the Companies shall provide written notice to the Shareholders within twenty (20) days following the end of such one hundred eighty (180) day period as to which alternative ((i) or (ii)) set forth in the foregoing sentence they have elected with respect to such uncollected Receivables. Upon exercise of either alternative, such uncollected Receivables shall be deemed to have been collected for purposes of this Section 4.12 to the extent of the monies or FYI stock received and/or offset by Buyer. Proceeds from Receivables of a Company collected after one hundred eighty (180) days from the date of the Closing and for which such Company has received payment under this Section 4.12, shall be promptly and in any event within five (5) business days of collection delivered by such Company to the former Shareholders of such Company.

RECEIVABLES GUARANTEED. The Shareholders of each of the Companies jointly and severally warrant to Buyer FYI, Newco and the Surviving Corporation that the all accounts receivable of such the Company as of the Closing Date as set forth on the Effective Date Balance Sheet (such accounts receivable, the "Receivables") will be collected by such Company the Surviving Corporation in the aggregate full face amount thereof, net of reserves therefor as shown on such Company's Effective Date Balance Sheet, thereof no later than one hundred eighty (180) days from the date of the ClosingJuly 25, 1997. If a Company the Surviving Corporation shall fail to collect the aggregate full face amount of its Receivables, net of such reserves the Receivables set forth therefor on such in the Company's Effective Date Balance SheetFinancial Statements by July 25, by one hundred eighty (180) days from the date of the Closing1997, then (i) the Shareholders of such Company may acquire by assignment from such Company any funds (only when and to the extent received by such Company) with respect to such uncollected Receivables plus any unpaid interest accrued thereon by payment to the applicable Company Surviving Corporation of an amount in cash equal to such uncollected Receivables, net Receivables and interest multiplied by a factor of such reserves, 6.0 on or before one hundred eighty (180) days from the date of ClosingJuly 25, 1997 or (ii) Buyer may, at its option exercisable in its sole discretion, (A) seek indemnification against the Shareholders of the applicable Company, or (B) reduce the FYI may retain an amount of FYI Stock payable equal to the Shareholders product of the sum of all such Company pursuant to uncollected Receivables plus any unpaid interest accrued thereon multiplied by a factor of 6.0 from the FYI Stock retained by FYI as provided for in Section 1.1 hereto3.1(a) hereof, or and if the amount of FYI Stock earned retained by such Shareholders FYI pursuant to Section 3.1(a) hereof is not sufficient to compensate the Surviving Corporation for such Company's uncollected ReceivablesReceivables (based upon the then-fair market value of such shares of FYI Stock as determined by the closing price for such shares on the Nasdaq National Market on July 25, Buyer and 1997), the applicable Company Surviving Corporation may seek indemnification against the Shareholders for the amount of uncollected Receivables, net of reserves therefor as shown on the Effective Date Balance Sheet of such Company, shortfall in accordance with Article IX Section 10 hereof, or effect a combination of the foregoing. Buyer and the Companies The Surviving Corporation shall provide written notice to the Shareholders within twenty (20) days following the end of such one hundred eighty (180) day period on or before July 25, 1997 as to which alternative ((i) or (ii)) set forth in the foregoing sentence they have it has elected with respect to such uncollected Receivables. Upon exercise of either alternative, Any such uncollected Receivables amount retained by FYI or the Surviving Corporation shall be deemed to have been collected for purposes in an allocation that will not adversely affect the parties' treatment of this transaction as a tax-free reorganization under Section 4.12 to the extent 368(a) of the monies or FYI stock received and/or offset by BuyerCode. Proceeds from Receivables of a Company collected after one hundred eighty (180) days from the date of the Closing July 25, 1997 and for which such Company the Surviving Corporation has received payment under this Section 4.12, 9.7 multiplied by a factor of 6.0 shall be promptly and in any event within five (5) business days of collection delivered by such Company the Surviving Corporation to the former Shareholders. (a) On or after July 25, 1997 with respect to 13,259 of the shares of FYI Stock to be received by the Shareholders upon consummation of the Merger, upon written request of either Shareholder FYI shall use its reasonable best efforts to file registration statements under the 1933 Act covering the registration of such Companyshares of FYI Stock (such shares of FYI Stock are referred to herein as "RS Shares") to be received by the Shareholders pursuant to this Agreement for resale by the Shareholders. FYI shall have no obligation to register the balance of the shares of FYI Stock to be received by the Shareholders upon consummation of the Merger. In connection with such registration statement, FYI shall: (i) Use its reasonable best efforts to cause such registration statement to become effective and keep such registration statement effective for six (6) months (or such shorter period after which FYI Stock may be sold by the Shareholders in accordance with the requirements of Rule 144 under the 1933 Act); provided, however, that FYI shall not be deemed to have used its reasonable best efforts to keep the registration statement effective during the applicable period if FYI voluntarily takes any action that results in the Shareholders not being able to sell the RS Shares during such period, unless such action is required by law; (ii) Use its reasonable best efforts to prepare and file with the United States Securities and Exchange Commission ("SEC") such amendments and supplements to such registration statement as may be necessary to comply with the applicable provisions of the 1933 Act; (iii) No less than twenty-four (24) hours prior to filing such registration statement or prospectus contained therein or any amendment or supplement thereto, furnish to each Shareholder copies of all documents proposed to be filed to permit the reasonable and timely review of statements contained in such documents pertaining to such parties and thereafter furnish to the Shareholders such number of copies of such registration statement, each amendment and supplement thereto, such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act, and such other documents as they may reasonably request in order to facilitate the disposition of the RS Shares to be received by them pursuant to this Agreement; (iv) Use its reasonable best efforts to register and qualify the shares of FYI Stock covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Shareholders, and to keep such registration or qualification effective during the period such registration statement is to be kept effective, provided that FYI shall not be required to become subject to taxation, qualify to do business or file a general consent to service of process in any such jurisdictions; (v) Use its reasonable best efforts to maintain the authorization for quotation of the securities covered by such registration statement on the Nasdaq National Market of the Nasdaq Stock Market, Inc.; and (vi) Notify each Shareholder, at any time when the Shareholders must suspend offers or sales of RS Shares under the registration statement, either because the prospectus included in such registration statement is required to be amended for any reason, such as an amendment under the 1933 Act to provide current information, or because the prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. FYI shall use its reasonable best efforts to enable the Shareholders to promptly recommence offers and sales under the registration statement. Notwithstanding the foregoing and anything to the contrary set forth in this Section 9.8, each Shareholder acknowledges that there may occasionally be times when FYI must suspend the use of the prospectus included in such registration statement until such time as an amendment to the registration statement has been filed by FYI and declared effective by the SEC, or until such time as FYI has filed an appropriate report with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). Each Shareholder hereby covenants that he will not offer or sell any shares of FYI Stock pursuant to such prospectus during the period commencing when FYI notifies the Shareholder of the suspension of the use of such prospectus and the reason therefor, and ending when FYI notifies the Shareholder in writing that he may thereafter effect offers and sales pursuant to such prospectus. (b) It is a condition precedent to the obligations of FYI to take any action pursuant to this Section 9.8 hereof with respect to the RS Shares of any Shareholder that such Shareholder shall furnish to FYI such information regarding himself, the FYI Stock held by him and the intended method of disposition of such securities as shall be required to effect the registration of such Shareholder's RS Shares and be required to effect the registration of such Shareholder's RS Shares and as may be required from time to time to keep such registration current. (c) Except as otherwise provided, all expenses incurred by or on behalf of FYI in connection with registrations, filings or qualifications pursuant to this Section 9.8 hereof, including without limitation all registration, filing and qualification fees, the fees and expenses incurred in connection with the listing of the RS Shares to be registered on each security exchange on which shares of Common Stock of FYI are then listed, printer's and accounting fees, and fees and disbursements of counsel for FYI, shall be borne by FYI. In no event shall FYI be obligated to bear underwriting, brokerage or related fees, discounts or commissions or the fees or expenses of counsel or advisors to the Shareholders. (d) Each of FYI and the Shareholders shall agree to such other reasonable and customary arrangements, undertakings and indemnifications with respect to the registration of the RS Shares to be received by the Shareholders pursuant to the Agreement as may be requested by any of them, but shall not be obligated to enter into any underwriting arrangements. Such indemnifications shall include FYI's indemnity of the Shareholders and their brokers or dealers that may be deemed to be underwriters as reasonably requested by the Shareholders and their brokers or dealers against liability, including liability arising under the 1933 Act.

RECEIVABLES GUARANTEED. The Shareholders of each of the Companies jointly and severally warrant to Buyer FYI, Newco and the Surviving Corporation that the all accounts receivable of such the Company as of the Closing Date as set forth on the Effective Date Balance Sheet (such accounts receivable, the "Receivables") will be collected by such Company the Surviving Corporation in the aggregate full face amount thereof, net of reserves therefor as shown on such Company's Effective Date Balance Sheet, thereof no later than one hundred eighty (180) days from the date of the ClosingJuly 25, 1997. If a Company the Surviving Corporation shall fail to collect the aggregate full face amount of its Receivables, net of such reserves the Receivables set forth therefor on such in the Company's Effective Date Balance SheetFinancial Statements by July 25, by one hundred eighty (180) days from the date of the Closing1997, then (i) the Shareholders of such Company may acquire by assignment from such Company any funds (only when and to the extent received by such Company) with respect to such uncollected Receivables plus any unpaid interest accrued thereon by payment to the applicable Company Surviving Corporation of an amount in cash equal to such uncollected Receivables, net Receivables and interest multiplied by a factor of such reserves, 6.0 on or before one hundred eighty (180) days from the date of ClosingJuly 25, 1997 or (ii) Buyer may, at its option exercisable in its sole discretion, (A) seek indemnification against the Shareholders of the applicable Company, or (B) reduce the FYI may retain an amount of FYI Stock payable equal to the Shareholders product of the sum of all such Company pursuant to uncollected Receivables plus any unpaid interest accrued thereon multiplied by a factor of 6.0 from the FYI Stock retained by FYI as provided for in Section 1.1 hereto3.1(a) hereof, or and if the amount of FYI Stock earned retained by such Shareholders FYI pursuant to Section 3.1(a) hereof is not sufficient to compensate the Surviving Corporation for such Company's uncollected ReceivablesReceivables (based upon the then-fair market value of such shares of FYI Stock as determined by the closing price for such shares on the Nasdaq National Market on July 25, Buyer and 1997), the applicable Company Surviving Corporation may seek indemnification against the Shareholders for the amount of uncollected Receivables, net of reserves therefor as shown on the Effective Date Balance Sheet of such Company, shortfall in accordance with Article IX Section 10 hereof, or effect a combination of the foregoing. Buyer and the Companies The Surviving Corporation shall provide written notice to the Shareholders within twenty (20) days following the end of such one hundred eighty (180) day period on or before July 25, 1997 as to which alternative ((i) or (ii)) set forth in the foregoing sentence they have it has elected with respect to such uncollected Receivables. Upon exercise of either alternative, Any such uncollected Receivables amount retained by FYI or the Surviving Corporation shall be deemed to have been collected for purposes in an allocation that will not adversely affect the parties' treatment of this transaction as a tax-free reorganization under Section 4.12 to the extent 368(a) of the monies or FYI stock received and/or offset by BuyerCode. Proceeds from Receivables of a Company collected after one hundred eighty (180) days from the date of the Closing July 25, 1997 and for which such Company the Surviving Corporation has received payment under this Section 4.12, 9.8 multiplied by a factor of 6.0 shall be promptly and in any event within five (5) business days of collection delivered by such Company the Surviving Corporation to the former Shareholders of such CompanyShareholders.