Common use of Uncollected Accounts Receivable Clause in Contracts

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 cause to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated by the parties hereto as an adjustment to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law).

Uncollected Accounts Receivable. Following Within 135 days after the Closing Effective Date, CNCO shall have the right to (i) notify the Company shall, and Buyer shall cause in writing (the Company to, use reasonable best efforts to collect all Uncollected Accounts Receivable; provided, "Receivables Notice") of the dollar amounts of the accounts receivable of the Business existing on the Effective Date that such efforts shall have 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 been collected by CNCO by the date of invoice)such notice and which are more than 120 days past due as of the date of such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to the Company 100% of the then-outstanding Greater than 120-Day Receivables. If so assigned, the Company shall notify Seller whether it has engaged purchase the Greater than 120-Day Receivables for a thirdprice equal to (x) the face amount of the Greater than 120-party debt collection service Day Receivables less (y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the Effective Date at a rate equal to collect such Uncollected Accounts Receivable the 30-day Treasury bill xxxe in effect on the Effective Date, payable by wire transfer of immediately available funds to (which decision or by interbank transfer, if applicable) CNCO within 3 business days following receipt of the Receivables Notice. In determining the amount collected with regard to engage such third-party debt collection service any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the receivables of such obligor in the sole discretion of order in which such receivables arose. From and after 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)Closing, the Company shall, and Buyer CNCO 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 continue collecting accounts receivable 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 all material respects in accordance with the other provisions past practice of this Section 8.6) the Business prior 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 Closing Date and shall pay (or cause provide the Company reasonable access to review all information relating to the foregoing, including all write-offs. From and after the date CNCO exercises its option to assign the Greater than 120-Day Receivables to the Company, CNCO shall continue collecting such Greater than 120-Day Receivables on behalf of the Company for a reasonable fee to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated agreed upon by the parties hereto as an adjustment in proportion to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law)the services rendered.

Uncollected Accounts Receivable. Following Within 135 days after the Closing Effective Date, the Company shall, and Buyer shall cause have the Company to, use reasonable best efforts right to collect all Uncollected Accounts Receivable; provided, (i) notify Seller in writing (the "Receivables Notice") of the dollar amounts of the accounts receivable of the Business existing on the Effective Date that such efforts shall have not require been collected by 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 by 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 (notice and which decision to engage such third-party debt collection service shall be in the sole discretion are more than 120 days past due as 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))such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to Seller 100% of the then-outstanding Greater than 120-Day Receivables. Upon any Uncollected Accounts Receivable becoming one hundred fifty If so assigned, Seller shall purchase the Greater than 120-Day Receivables for a price equal to (150x) days old the face amount of the Greater than 120- Day Receivables less (measured y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the date Effective Date at a rate equal to the 30-day Treasury xxxx rate in effect on the Effective Date, payable by wire transfer of invoice)immediately available funds to (or by interbank transfer, if applicable) Buyer within three (3) business days following receipt of the Company shallReceivables Notice. In determining the amount collected with regard to any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the receivables of such obligor in the order in which such receivables arose. From and after the Closing, 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 continue collecting accounts receivable 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 all material respects in accordance with the other provisions past practice of this Section 8.6) the Business prior 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 Closing Date and shall pay (or cause provide Seller reasonable access to review all information relating to the foregoing, including all write-offs. From and after the date Buyer exercises its option to assign the Greater than 120-Day Receivables to the Seller, Buyer shall continue collecting such Greater than 120-Day Receivables on behalf of the Seller for a reasonable fee to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated agreed upon by the parties hereto as an adjustment in proportion to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law)the services rendered.

Uncollected Accounts Receivable. Following Within 135 days after the Closing Effective Date, CNCO shall have the right to (i) notify the Company shall, and Buyer shall cause in writing (the Company to, use reasonable best efforts to collect all Uncollected Accounts Receivable; provided, "Receivables Notice") of the dollar amounts of the accounts receivable of the Business existing on the Effective Date that such efforts shall have 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 been collected by CNCO by the date of invoice)such notice and which are more than 120 days past due as of the date of such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to the Company 100% of the then-outstanding Greater than 120-Day Receivables. If so assigned, the Company shall notify Seller whether it has engaged purchase the Greater than 120-Day Receivables for a thirdprice equal to (x) the face amount of the Greater than 120-party debt collection service Day Receivables less (y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the Effective Date at a rate equal to collect such Uncollected Accounts Receivable the 30-day Treasury xxxx rate in effect on the Effective Date, payable by wire transfer of immediately available funds to (which decision or by interbank transfer, if applicable) CNCO within 3 business days following receipt of the Receivables Notice. In determining the amount collected with regard to engage such third-party debt collection service any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the receivables of such obligor in the sole discretion of order in which such receivables arose. From and after 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)Closing, the Company shall, and Buyer CNCO 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 continue collecting accounts receivable 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 all material respects in accordance with the other provisions past practice of this Section 8.6) the Business prior 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 Closing Date and shall pay (or cause provide the Company reasonable access to review all information relating to the foregoing, including all write-offs. From and after the date CNCO exercises its option to assign the Greater than 120-Day Receivables to the Company, CNCO shall continue collecting such Greater than 120-Day Receivables on behalf of the Company for a reasonable fee to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated agreed upon by the parties hereto as an adjustment in proportion to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law)the services rendered.

Uncollected Accounts Receivable. Following Prior to the Closing Date, the Company shall, and Buyer Second Merger I-trax shall cause the Company Surviving Corporation to, use and after the Second Merger I-trax shall, take all reasonable best efforts to collect all Uncollected the accounts receivable of WellComm reflected on the Closing Balance Sheet (the "WELLCOMM ACCOUNTS RECEIVABLE") in a timely manner. The WellComm Accounts Receivable; provided, that such efforts Receivable which are not collected by the Surviving Corporation or I-trax within ninety (90) days of the Closing Date (the "UNCOLLECTED ACCOUNTS RECEIVABLE AMOUNT") shall not require Buyer exceed the reserve or allowance for doubtful accounts shown on the Company to initiate any Proceedings to collect any such Uncollected Accounts ReceivableClosing Balance Sheet. Upon any If the Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from Amount exceeds the date of invoice)reserve or allowance for doubtful accounts shown on the Closing Balance Sheet, the Company shall notify Seller whether it has engaged a third-party debt collection service to collect such WellComm Accounts Receivable constituting the Uncollected Accounts Receivable (which decision to engage such third-party debt collection service Amount shall be in assigned to the sole discretion WellComm Representative on behalf of the Company during WellComm Stockholders, and an amount in Cash equal to the thirty (30)-day period following any such excess of the Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from Amount over the date reserve or allowance for doubtful accounts reflected on the Closing Balance Sheet shall be paid to I-trax by the WellComm Representative out of invoice))the Holdback Account, and if such amount exceeds the amount held in the Holdback Account at the time such payment is due, the WellComm Stockholders shall be jointly and severally responsible for the payment of such excess. Upon The foregoing notwithstanding, I-trax may elect in its sole and absolute discretion to retain any or all of the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable becoming one hundred fifty (150) days old (measured from Amount, in which case the date retained WellComm Accounts Receivable shall be deemed to have been collected for purposes of invoicethis Section 7(h). The closing, the Company shallif any, and Buyer shall cause the Company to, engage a third-party debt collection service with respect 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 8.67(h) 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 cause to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum occur within thirty (30) days following after the end ninetieth (90th) day after the Closing Date. Further, notwithstanding the provisions of such calendar month Section 8(b) below, the obligation of the WellComm Representative to an account designated distribute Cash to I-trax out of the Holdback Account and/or the right of I-trax to collect funds from the WellComm Stockholders, in advance by the Seller. Any payment by Buyer (or its successor) under each case pursuant to this Section 8.6 7(h), shall also be treated by the parties hereto as an adjustment sole remedies of I-trax with respect to Purchase Price for all purposes (unless otherwise required by applicable Requirements any breach of Law)Section 4(ee) above, and in no event shall I-trax be entitled pursuant to this Section 7(h) to collect or receive Cash from the WellComm Stockholders in excess of the Uncollected Accounts Receivable Amount.

Uncollected Accounts Receivable. Following Prior to the Closing Date, the Company shall, and Buyer Second Merger I-trax shall cause the Company Surviving Corporation to, use and after the Second Merger I-trax shall, take all reasonable best efforts to collect all Uncollected the accounts receivable of WellComm reflected on the Closing Balance Sheet (the "WellComm Accounts Receivable; provided, that such efforts shall ") in a timely manner. The WellComm Accounts Receivable which are not require Buyer collected by the Surviving Corporation or I-trax within ninety (90) days of the Company to initiate any Proceedings to collect any such Uncollected Accounts Receivable. Upon any Closing Date (the "Uncollected Accounts Receivable becoming one hundred twenty (120Amount") days old (measured from shall not exceed the date of invoice), reserve or allowance for doubtful accounts shown on the Company shall notify Seller whether it has engaged a third-party debt collection service to collect such Closing Balance Sheet. If the Uncollected Accounts Receivable (which decision to engage such third-party debt collection service shall be in Amount exceeds the sole discretion of reserve or allowance for doubtful accounts shown on the Company during Closing Balance Sheet, the thirty (30)-day period following any such WellComm Accounts Receivable constituting the Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from Amount shall be assigned to the date WellComm Representative on behalf of invoice)). Upon any the WellComm Stockholders, and an amount in Cash equal to the excess of the Uncollected Accounts Receivable becoming one hundred fifty (150) days old (measured from Amount over the date reserve or allowance for doubtful accounts reflected on the Closing Balance Sheet shall be paid to I-trax by the WellComm Representative out of invoice)the Holdback Account, and if such amount exceeds the amount held in the Holdback Account at the time such payment is due, the Company shallWellComm Stockholders shall be jointly and severally responsible for the payment of such excess. The foregoing notwithstanding, and Buyer shall cause the Company to, engage a thirdI-party debt collection service to collect such Uncollected Accounts Receivable; provided that, Buyer and the Company trax 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 elect in its sole discretion. The fees, costs and expenses absolute discretion to retain any or all of any such third-party debt collection service engaged by the Company will be paid fifty percent (50%) by WellComm Accounts Receivable constituting 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 Amount, in which case the retained WellComm Accounts Receivable shall be deemed to have been collected by the Company prior to remittance thereof to Seller in accordance with for purposes of this Section 8.67(h). Following the Determination DateThe closing, 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 any, with respect 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 foregoing provisions of this Section 8.67(h) 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 cause to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum occur within thirty (30) days following after the end ninetieth (90th) day after the Closing Date. Further, notwithstanding the provisions of such calendar month Section 8(b) below, the obligation of the WellComm Representative to an account designated distribute Cash to I-trax out of the Holdback Account and/or the right of I-trax to collect funds from the WellComm Stockholders, in advance by the Seller. Any payment by Buyer (or its successor) under each case pursuant to this Section 8.6 7(h), shall also be treated by the parties hereto as an adjustment sole remedies of I-trax with respect to Purchase Price for all purposes (unless otherwise required by applicable Requirements any breach of Law).Section

Uncollected Accounts Receivable. Following In the event that as of the date six months from the Closing Date (the "Adjustment Date") Buyer shall not have been paid in full in respect of all Accounts Receivable of the Company outstanding as of the Closing Date (net of reserves for doubtful accounts and allowances for valid promotional discounts), Buyer shall so advise Seller in writing, and Seller shall promptly, but in any event within 10 Business Days following such notice from Buyer, acquire from Buyer all such unpaid Accounts Receivable for a sum, in immediately available funds, equal to the excess of (i) the amount of the Accounts Receivable outstanding as of the Closing Date (net of reserves for doubtful accounts and allowance for valid promotional discounts) over (ii) the amount of payments actually received by Buyer or its Affiliates in respect of such Accounts Receivable (the "Reimbursed Accounts Receivable"). In calculating the amount, if any, which Seller must pay to Buyer pursuant to this Section 6.13, payments received by Buyer or its Affiliates in respect of Accounts Receivable of the Company shall be credited, unless otherwise designated, specified or noted by the customer, first to the oldest account receivable of a customer outstanding as of the Closing until all Accounts Receivable with respect to that customer outstanding as of the Closing are paid in full. At and after such time as Buyer assumes responsibility for the collection of Accounts Receivable of the Company outstanding as of the Closing Date, the Company shall, and Buyer shall cause the Company to, use its reasonable best commercial efforts to collect all Uncollected such Accounts Receivable; provided, that such efforts shall not require Buyer or the Company to initiate including any Proceedings to collect any such Uncollected Reimbursed Accounts Receivable. Upon any Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from In addition, so long as Buyer has responsibility for the date collection 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 accounts receivable of the Company during outstanding as of the thirty (30)-day period following Closing Date pursuant to the Transition Services Agreement, Buyer shall use its reasonable commercial efforts to assist Seller in collecting any such Uncollected Reimbursed Accounts Receivable. If any Reimbursed Accounts Receivable becoming one hundred twenty (120) days old (measured from the date are, after such reimbursement by Seller to Buyer, ultimately collected by Buyer or its Affiliates, Buyer shall promptly notify Seller in writing of invoice))such collection and will promptly, but in any event within 10 Business Days following such collection, transfer to Seller, in immediately available funds, such collected Reimbursed Accounts Receivable. Upon any Uncollected In connection with such acquisition of 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 Buyer agrees to execute and cause its Affiliates to execute such fees, costs and expenses assignments as are reasonably requested by Seller in order to be deducted by the Company and set off against the applicable Uncollected Accounts Receivable collected by the Company prior to remittance thereof effectively transfer to Seller in accordance with this Section 8.6or its designee(s) such Accounts Receivable. 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 not disclose the other provisions of this Section 8.6) 6.13 to any person other than its employees, advisors and agents who need to know such information in order for Buyer to fulfill its obligations hereunder. The Buyer and 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 cause to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated by the parties hereto as an adjustment to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law).each provide access to

Uncollected Accounts Receivable. Following The Seller and Xxxxxx agree that in the event that for any reason whatsoever the Company shall not collect the full face amount of each and every Account Receivable included in the Company Assets, less the reserve for doubtful accounts and affiliate office holdback set forth in the Financial Statements as of the Closing Date, within two hundred and ten (210) days following the Closing Date (collectively the "Delinquent Accounts Receivable"), and the Delinquent Accounts Receivable have been written off of Company's books, then within seven (7) business days of Seller's receipt of written notice from Buyer regarding such Delinquent Accounts Receivable, Seller shall refund to Buyer, by cashiers or certified check or by interbank wire transfer, the full amount of such Delinquent Accounts Receivable or, at the option of Buyer, the Company shallshall have the right to reduce, and Buyer shall cause on a dollar for dollar basis, the Company toprincipal amount due or to become due under the Promissory Note, use reasonable best efforts to collect all Uncollected Accounts Receivable; providedor otherwise, that by the amount of such efforts shall not require Buyer or the Company to initiate any Proceedings to collect any such Uncollected Delinquent Accounts Receivable. Upon any Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured receipt of payment from Seller, or application of such offset and recoupment by 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, Seller may request that the Company assign the uncollected Delinquent Accounts Receivable to Seller and upon such request the Company shall so assign the Delinquent Accounts Receivable. The feesFurther, costs and expenses of any such third-party debt subsequent collection service engaged by the Company will of an assigned Delinquent Account Receivable shall be promptly paid fifty percent (50%) to Seller. The rights of the Buyer under this Section are elective and in addition to all other rights and remedies of Buyer. For purposes of this Section, all payments received by the Company and fifty percent (50%) by Seller, with Seller’s portion of such fees, costs and expenses to or an Acquired Company on any Accounts Receivable shall be deducted applied by the Company and set off against either as designated by the applicable Uncollected payor or to the specific Accounts Receivable collected by to which such payment applies, and otherwise to 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 oldest Accounts Receivable during a given calendar month of the payor. Accounts Receivable subject to payment plans of which Buyer has been made aware, which payment plans extend beyond two hundred ten (210) days of Closing and such collections which are not taken into account in the final determination of the adjustments to the Purchase Price in accordance with Section 2.4)default, then Buyer shall pay (or cause to not be paid) such Uncollected considered Delinquent 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 cause to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated by the parties hereto as an adjustment to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law)Receivable.