Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Collection of Accounts Receivable. Each Seller agrees that it shall forward promptly to the Buyer any monies, checks or instruments received by such Seller after the Closing with respect to the accounts receivable purchased by the Buyer from the Sellers pursuant to this Agreement. Each Seller hereby authorizes the Buyer to endorse and cash any checks or instruments payable or endorsed to such Seller or its order which are received by the Buyer and which relate to accounts receivable purchased by the Buyer from the Sellers.
Collection of Accounts Receivable. Company shall use its commercially reasonable efforts to collect for Buyer's account all accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivable.
Collection of Accounts Receivable. At the Closing, the Seller shall deliver to the Purchaser a complete and correct list of the Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable shall be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in addition to the Total Receivables List, deliver to the Purchaser at the Closing a list of all Accounts Receivable to be sold, assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable List"), specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Accounts Receivable List (the "Account Debtors"). Promptly after the Closing, the Seller and the Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and the Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the amount of any and all payments received by any of them in respect of the Accounts Receivable, without any diminution, offset, deduction or discount.
Collection of Accounts Receivable. The Seller agrees that it shall forward promptly to the Buyer any monies, checks or instruments received by the Seller after the Closing Date with respect to the accounts receivable purchased by the Buyer from the Seller pursuant to this Agreement. The Seller shall provide to the Buyer such reasonable assistance as the Buyer may request with respect to the collection of any such accounts receivable, provided the Buyer pays the reasonable out-of-pocket expenses of the Seller and its officers, directors and employees incurred in providing such assistance. The Seller hereby grants to the Buyer a power of attorney to endorse and cash any checks or instruments payable or endorsed to the Seller or its order which are received by the Buyer and which relate to accounts receivable purchased by the Buyer from the Seller.
Collection of Accounts Receivable. Seller shall collect the accounts receivable of the Station only in the ordinary course consistent with its past practices and will not take any action designed or likely to accelerate the collection of its accounts receivable.
Collection of Accounts Receivable. From and after the Closing, Seller shall pursuant to the Management Contract (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Contract is being terminated) and Buyer and Seller shall use their commercially reasonable efforts to cause IPS, pursuant to the IPS Contract (subject to that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing IPS Contract is being terminated), to xxxx for services provided by Seller to GAA prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable of Seller (determined pursuant to the Management Contract) attributable solely to services provided by Seller to GAA, pursuant to the Management Contract, prior to the Closing Date (collectively, the “Pre-Closing Seller Accounts Receivable”). Buyer shall have no obligation to file collection actions or lawsuits with respect to any such Pre-Closing Seller Accounts Receivable attributable to services provided by Seller to GAA prior to the Closing Date (or with respect to any “Pre-Closing Accounts Receivable” being accounts receivable attributable to services provided by GAA prior to the Closing Date); nor shall Buyer have any liability to Seller or Seller Owner for any failure by IPS to timely xxxx for services provided by GAA prior to the Closing Date or to collect any such Pre-Closing Accounts Receivable attributable to services provided by GAA prior to the Closing Date. This Section shall not apply with respect to any billing for services provided by Buyer on or after the Closing Date or any accounts receivable attributable to services provided by Buyer on or after the Closing Date (“Post-Closing GAA Accounts Receivable”).
Collection of Accounts Receivable. On the date of delivery of the Preliminary Closing Balance Sheet, Amtech shall deliver to Intermec listings of the invoices and the unpaid amount of each and any other items making up the total billed accounts receivable included on the Preliminary Closing Balance Sheet. During the 180-day period following the Transfer Date (the "Collection Period"), Intermec shall (and shall cause the relevant members of TSG to) use the normal collection procedures used in the Business (but in no event shall any of them be obligated to file or perfect any liens or file or prosecute any suit as part of its collection effort) to collect all billed accounts, notes and drafts receivable which are legally due under the relevant contract and which will be included in the Final Closing Balance Sheet (the "Transfer Date Receivables"). For purposes of the foregoing sentence, "legally due under the relevant contract" means the amount billed excluding any retention permitted under such contract until the conditions of such retention are fulfilled. Any payments received by Intermec or French Subsidiary or any member of TSG from any person who is the account debtor on any of the Transfer Date Receivables (a "Customer") shall be applied as specified by the Customer, unless it is uncertain which invoice is being paid, in which case, payments shall be applied in the order of the oldest invoice first. Amtech shall promptly remit to Intermec any payments that it or any of the Remaining Amtech Subsidiaries may receive in respect of any of the Transfer Date Receivables. Intermec and French Subsidiary shall (and shall cause the relevant members of TSG to) make and keep detailed records of amounts collected in respect of the Transfer Date Receivables until such time as the "Uncollected Receivables" (as defined in paragraph (b) below) are assigned to Amtech pursuant to paragraph (b) below.
Collection of Accounts Receivable. With respect to the accounts receivable for the placement of employees, Sellers shall be entitled to all monies owed Sellers, as evidenced by the accounts receivable list at time of Closing covering all work completed through Friday, October 25, 1996, to be followed by a subsequent report covering accounts receivable up to Closing, which shall be due Purchaser by Thursday, November 7, 1996. Purchaser shall be entitled to all monies received from the generation of accounts receivable subsequent to November 3, 1996; and
Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable.
