Common use of Retained Receivables Clause in Contracts

Retained Receivables. The Buyer acknowledges that accounts receivable of the Business existing through as of the Closing Date other than the Purchased Receivables (the "Retained Receivables") are to be retained and collected solely by PMC after the Closing Date. In the event any of the Retained Receivables are more than ninety (90) days past due during the Collection Period, then, provided PMC has used reasonable efforts to collect such account consistent with past practices, the Buyer agrees that it shall, upon written notice from PMC (the "PMC Notice"), either (i) forestall all shipments or sales of goods to the account debtor of such uncollected Retained Receivable until such time as the Retained Receivable has been paid in full or otherwise settled by PMC, or (ii) purchase such uncollected Retained Receivable from PMC at the value thereof as reflected on PMC's books of account. The Buyer shall notify PMC within seven (7) days after the date of the PMC Notice as to which option under the foregoing clause (i) or clause (ii) above, Buyer has elected to exercise. If Buyer fails to notify PMC within such time of its elected option, the Buyer shall be deemed to have elected the option set forth in clause (i), above. If the Buyer elects to purchase any uncollected Retained Receivable pursuant to clause (ii), above, then (x) payment for such uncollected Retained Receivable shall be made by certified or cashier's check to PMC within ten (10) days of the PMC Notice and simultaneously therewith such uncollected Retained Receivables shall be transferred to Buyer, (y) PMC shall provide access to such accounting records as the Buyer may reasonably request in order to verify the value of such uncollected Retained Receivable, and (z) any amounts received by PMC for such uncollected Retained Receivable after purchase by the Buyer shall be promptly paid to Buyer upon receipt by PMC.

Retained Receivables. The (a) At Closing, Seller shall appoint Buyer acknowledges its sole and exclusive agent for collecting Retained Receivables. In such regard, at Closing, Seller shall deliver to Buyer a detailed statement showing the name, amount and age of each Retained Receivable. From the Closing Date until three months thereafter (the "Collection Period"), Buyer shall use commercially reasonable efforts to collect or cause to be collected, as agent for Seller and on Seller's behalf, but in accordance with Buyer's normal collection procedures as in effect from time to time (and without being required to incur any out-of pocket cost or expense or resort to litigation), Retained Receivables, and Seller agrees that accounts receivable during such period of time it shall refrain from taking any action (whether in connection with collection or otherwise) in respect of the Business existing through Retained Receivables; provided that the provisions of this sentence shall not apply to Retained Receivables which are more than 60 days past due as of the Closing Date other than the Purchased Receivables (the "Retained Receivables") are to be retained and collected solely by PMC after the Closing Date. In the event any of the Retained Receivables are or which become more than ninety (90) 90 days past due during the Collection Period, then, provided PMC has used reasonable efforts to collect such account consistent with past practices, the Buyer agrees that it shall, upon written notice from PMC Period (the "PMC NoticePast Due Receivables"). During the Collection Period, either as soon as practicable, but in no event later than the 5th day of each calendar month following the end of the first full month after the Closing Date or the next business day thereafter if the 5th is not a business day, Buyer will furnish Seller with an accounting and payment of the Retained Receivables collected during the preceding calendar month. Within 30 days after the end of the Collection Period, Buyer will furnish Seller with a final and up-to-date accounting, and any applicable payment, of the applicable Retained Receivables, and thereafter Seller shall be solely responsible for the collection of any remaining Retained Receivables; PROVIDED, HOWEVER, that any funds received by Buyer subsequent to the Collection Period on account of any Retained Receivables payable to Seller shall be remitted to Seller by Buyer immediately after its receipt of such funds. Buyer shall not be obligated to use any extraordinary efforts, retain counsel or a collection agency or expend any sums to collect any Retained Receivable. To the extent that any amounts are received by Buyer from an obligor on both a Retained Receivable and any other receivable of Buyer, such amounts, unless specifically allocated by the obliger, shall be allocated to payment of the oldest of such receivables first. From and after the date that is three months after the Closing Date, Buyer shall have no further obligation hereunder with respect to any Retained Receivables that may then be uncollected. (b) Seller shall be responsible for all agency, sales and other commissions which are attributable to the Retained Receivables. (c) Buyer shall have the right and authority to (i) forestall all shipments or sales of goods to the account debtor of such uncollected collect Retained Receivable until such time Receivables as the Retained Receivable has been paid provided in full or otherwise settled by PMCthis Agreement, or and (ii) purchase such uncollected endorse, without recourse, with the name of Seller, any checks received on account of any Retained Receivable from PMC at the value thereof as reflected on PMC's books of accountReceivables. The Buyer shall notify PMC within seven (7) days after the date of the PMC Notice as to which option under the foregoing clause (i) or clause (ii) above, Buyer has elected to exercise. If Buyer fails to notify PMC within such time of its elected option, the Buyer shall be deemed to have elected the option set forth in clause (i), above. If the Buyer elects to purchase any uncollected Retained Receivable pursuant to clause (ii), above, then (x) payment for such uncollected Retained Receivable shall be made by certified or cashier's check to PMC within ten (10) days of the PMC Notice and simultaneously therewith such uncollected Retained Receivables shall be transferred to Buyer, (y) PMC shall provide access to such accounting records as the Buyer may reasonably request in order to verify the value of such uncollected Retained Receivable, and (z) any amounts received by PMC for such uncollected Retained Receivable after purchase by the Buyer shall be promptly paid to Buyer upon receipt by PMC.ARTICLE 2 ---------

Retained Receivables. (i) The Buyer acknowledges that accounts receivable Purchaser shall collect, on behalf of and for the account of the Business existing through as Seller, all Retained Current Receivables for a period of 180 days after the Closing Date other than (the Purchased "Collection Period"). In collecting such Retained Current Receivables, the Purchaser shall: (A) use commercially reasonable efforts and, in any event, no less effort that the Purchaser uses to collect its own accounts receivable; (B) shall not interfere with or prejudice the payment or collection of such Retained Current Receivables; and (C) not settle, modify or compromise any Retained Current Receivable without the prior consent of the Seller. In the event that the Purchaser requests that the Seller consent to a settlement, modification or compromise of a Retained Current Receivable, the Seller agrees to respond to such request within five (5) Business Days after such request is received by the Seller. As compensation for collecting such Retained Current Receivables, the Seller shall pay to the Purchaser a collection fee equal to 2% of the payments collected by the Purchaser on Retained Current Receivables (the "Collection Fee"). (ii) The Purchaser shall remit to the Seller on a bi-weekly basis: (A) all payments received by the Purchaser on Retained Current Receivables less the Collection Fee and (B) a reasonably detailed accounting of the Retained Current Receivables as of such date, which shall include the amount received, the Retained Current Receivables as to which such payment was received and the Retained Current Receivables outstanding. During the Collection Period, upon reasonable notice, the Purchaser shall afford the Seller reasonable access, during normal business hours, to the books and records of the Purchaser relating to the Retained Current Receivables". The Seller may, in its sole discretion, elect to have a Representative of the Seller present at the Purchaser's offices during normal business hours to monitor the collection by the Purchaser of the Retained Current Receivables. (iii) are All records and other information regarding the Retained Current Receivables not collected by the Purchaser during the Collection Period shall be provided to be retained and collected solely by PMC the Seller on the 181st day after the Closing Date. In The Seller may elect, in its sole discretion, to notify the event Purchaser at any of the Retained Receivables are more than ninety (90) days past due time during the Collection PeriodPeriod of its desire to collect on an account-by-account basis any or all Retained Current Receivables. Upon receipt of such notification, then, provided PMC has used reasonable the Purchaser shall immediately terminate its efforts to collect the designated Retained Current Receivables and provide, with regard to such account consistent with past practicesuncollected Retained Current Receivables, the Buyer all records and other information. The Purchaser acknowledges and agrees that it shall, upon written notice from PMC (the "PMC Notice"), either (i) forestall all shipments or sales of goods is not entitled to the account debtor of such uncollected Collection Fee for any Retained Current Receivable until such time as collected by the Retained Receivable has been paid in full or otherwise settled by PMC, or (ii) purchase such uncollected Retained Receivable from PMC at the value thereof as reflected on PMC's books of account. The Buyer shall notify PMC within seven (7) days after the date of the PMC Notice as to which option under the foregoing clause (i) or clause (ii) above, Buyer has elected to exercise. If Buyer fails to notify PMC within such time of its elected option, the Buyer shall be deemed to have elected the option set forth in clause (i), above. If the Buyer elects to purchase Seller nor for any uncollected Retained Receivable pursuant to clause (ii), above, then (x) payment for such uncollected Retained Receivable shall be made by certified or cashier's check to PMC within ten (10) days of the PMC Notice and simultaneously therewith such uncollected Retained Receivables shall be transferred to Buyer, (y) PMC shall provide access to such accounting records as the Buyer may reasonably request in order to verify the value of such uncollected Retained Current Receivable, and (z) any amounts received by PMC for such uncollected Retained Receivable after purchase by the Buyer shall be promptly paid to Buyer upon receipt by PMC.