Uncollected Accounts Receivable. Following the Closing Date, the Company shall, and Buyer shall cause the Company to, use reasonable best efforts to collect all Uncollected Accounts Receivable; provided, that such efforts shall not require Buyer or the Company to initiate any Proceedings to collect any such Uncollected Accounts Receivable. Upon any Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from the date of invoice), the Company shall notify Seller whether it has engaged a third-party debt collection service to collect such Uncollected Accounts Receivable (which decision to engage such third-party debt collection service shall be in the sole discretion of the Company during the thirty (30)-day period following any such Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from the date of invoice)). Upon any Uncollected Accounts Receivable becoming one hundred fifty (150) days old (measured from the date of invoice), the Company shall, and Buyer shall cause the Company to, engage a third-party debt collection service to collect such Uncollected Accounts Receivable; provided that, Buyer and the Company may request that Seller consent to waiving the foregoing requirement that the Company engage a third-party debt collection service, which consent Seller may grant in its sole discretion. The fees, costs and expenses of any such third-party debt collection service engaged by the Company will be paid fifty percent (50%) by the Company and fifty percent (50%) by Seller, with Seller’s portion of such fees, costs and expenses to be deducted by the Company and set off against the applicable Uncollected Accounts Receivable collected by the Company prior to remittance thereof to Seller in accordance with this Section 8.6. Following the Determination Date, if the Company collects any Uncollected Accounts Receivable during a given calendar month (and such collections are not taken into account in the final determination of the adjustments to the Purchase Price in accordance with Section 2.4), then Buyer shall pay (or cause to be paid) such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) to the Seller in accordance with this Section 8.6. Buyer shall aggregate (or cause to be aggregated) all such Uncollected Accounts Receivable (if any) actually collected by the Company during a given calendar month following the Determination Date and shall pay (or caus...
Uncollected Accounts Receivable. Within five Business Days following the termination of the 120-day period following the Closing Date, Shareholder shall deliver to Purchaser an amount in cash equal to the percentage set forth on Schedule 5(a) hereto of the aggregate amount of the face value of the Accounts Receivable that were included in the Final Closing Date Balance Sheet but which were not collected by the Practice as of the end of such 120-day period (such amount being referred to herein as the “Uncollected Amount”). Purchaser shall convey to Shareholder all right, title and interest of Purchaser in and to the Accounts Receivable underlying the Uncollected Amount or the proportionate amount set forth on Schedule 5(a) hereto relative to other Shareholders. Purchaser shall provide Shareholder with reasonable access to the books and records of the Practice which are relevant to the collection of the Accounts Receivable in order to permit Shareholder to verify the amount of the Accounts Receivable that has been collected by the Practice.
Uncollected Accounts Receivable. To the extent Buyer makes a claim pursuant to Section 10.2(a) as a result of a breach of the representation and warranty in Section 5.6(c), and the amount of Buyer’s Losses as a result thereof is either applied to the Deductible or paid by the Sellers, then Buyer will, upon demand, transfer to the Representative (for the benefit of Sellers and at no cost to Sellers) for collection any uncollected account receivable that was the basis for such claim by Buyer and if Buyer or Enginetics collects upon such previously uncollected account receivable, it shall promptly pay over the proceeds thereof to the Representative (net of any costs of collection).
Uncollected Accounts Receivable. 29 6.9. Repurchases under Financing Documents.................. 30 6.10. Press Releases......................................... 31
Uncollected Accounts Receivable. (a) From and after the ------------------------------- Closing Date and until December 31, 1997, Purchaser and, if applicable, the Purchasing Subsidiaries, shall use commercially reasonable efforts to collect all of the Accounts Receivable as and when they become due, consistent with their respective practices and procedures used in collecting their respective other accounts receivable. Purchaser, and if applicable, the Purchasing Subsidiaries, shall promptly apply all amounts collected from the obligor under any particular Account Receivable to the Account Receivable designated by such obligor in connection with such payment or, if no such designation is made, to the Account Receivable that shall have been due and payable for the longest period of time.
Uncollected Accounts Receivable. (a) Promptly after the determination thereof, Buyers will cause the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of the Companies outstanding as of the Closing that remain outstanding more than 180 days from the Closing Date, to the extent the aggregate amount of such billed receivables exceed the reserve for doubtful billed accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company.
Uncollected Accounts Receivable. Any accounts receivable of the Company resulting from sales for a given calendar year which are not collected by March 31 of the immediately following calendar year shall be deemed uncollectible for purposes of calculating the Earn-Out Amount to be paid to Xxxxxxxx for the just completed calendar year; provided, however, that any account receivable deemed uncollectible in accordance with the above for a given calendar year which is subsequently collected shall increase the Net Revenues in the year of collection to the extent the Net Revenues were previously reduced as a result of it previously being deemed uncollectible. Additionally, for calendar year 2006, to the extent Xxxxxxxx has not already been paid the maximum Earn-Out Amount, he shall receive an additional payment whereby Net Revenues for calendar year 2006 will include any accounts receivable of 2006 deemed uncollectible in accordance with the above which are collected during the period from April 1, 2007 through June 30, 2007.
Uncollected Accounts Receivable. Buyer acknowledges that it is not purchasing from Seller any Accounts Receivable. Buyer shall promptly remit to Seller any and all proceeds from accounts receivable existing on or prior to the Closing Date which Buyer may receive after the Closing Date. Buyer will have no right to set off or otherwise withhold or delay timely payment to Seller of any such amount for any amount owed or alleged to be owed to Buyer by Seller.
Uncollected Accounts Receivable. During the sixty (60) days following the Closing Date, Buyer will use its commercially reasonable efforts to collect the Accounts Receivables that were included in the calculation of the Purchase Price, in a manner consistent with Buyer's normal practices and reasonably acceptable to Seller, but shall not be obligated to initiate or participate in any litigation, retain a professional collection agency, grant any financial or other accommodation to any third party or incur any third party costs in such collection efforts. From time to time and upon request, Buyer will provide information concerning the unpaid accounts receivable as reasonably requested by Seller. Upon the expiration of such sixty (60) day period, Buyer will review the remaining outstanding Accounts Receivable and will notify Seller and Shareholders of such remaining outstanding Accounts Receivable, on a customer by customer basis. Within ten days after receipt of such notice, Seller and Shareholders shall pay to Buyer an amount equal to the book value for such remaining outstanding Accounts Receivable (utilizing the same book value for such outstanding Accounts Receivable as was used in calculating the portion of the Purchase Price in Section 3.1(c)). Thereafter, any payment received by Buyer in respect of such remaining outstanding Accounts Receivable will promptly be remitted by Buyer to Seller.
Uncollected Accounts Receivable. (i) Solely as a condition to receipt by the Parent and Buyer of amounts under this Section 7(g), (A) Parent shall and shall cause Buyer to use efforts to collect all of the accounts receivable from customers reflected on the Closing Date Balance Sheet, which are at least comparable to those used by the Company in the Ordinary Course of Business (the “Accounts Receivable”); (B) Parent shall and shall cause Buyer to furnish the Shareholder Representative with all such records and other information as the Shareholder Representative may require to verify the amounts collected by Buyer with respect to the Accounts Receivable; (C) for the purpose of determining amounts collected by Buyer with respect to Accounts Receivable, (i) if a payment is specified by an account debtor as being in payment of a specific invoice of the Surviving Corporation, the payment shall be applied to that invoice, and (ii) in the absence of a bona fide dispute between an account debtor and the Surviving Corporation, all payments by an account debtor that are not specified as being in payment of a specific invoice shall first be applied to the oldest outstanding invoice due from that account debtor; and (D) Parent shall not and shall not permit the Surviving Corporation to compromise, settle or adjust the amount of any of the Accounts Receivable without the prior written consent of the Shareholder Representative, which shall not be unreasonably withheld, if such compromise, settlement or adjustment would be consistent with the Company’s past practices. 47
