Common use of Account Receivable Clause in Contracts

Account Receivable. At the Closing, the Seller will deliver to the Purchaser a schedule of the accounts receivable of the Business. Subject to the terms and provisions of this Section 6.13, the Purchaser agrees to collect the accounts receivable in the manner regularly pursued by the Purchaser with respect to the collection of accounts receivable and in the ordinary course of business. (a) The Purchaser shall use commercially reasonable efforts to collect the accounts receivable of the Seller outstanding on the Closing Date for a period of one hundred twenty (120) calendar days after the Closing. The Purchaser shall remit all amounts so collected to an account designated by the Seller, net of commission fees (as directed by the Seller) on a bi-monthly basis, beginning within fifteen (15) days after the Closing until the end of such one hundred twenty (120) calendar day period. Promptly after the expiration of the one hundred twenty (120) day period, the Purchaser shall deliver to the Seller (i) a statement or report showing all collections, (ii) a check or draft in an amount equal to the aggregate amount of the collections then due to the Seller and not previously delivered, and (iii) all records of uncollected accounts receivable after which the Seller shall have the right to collect such uncollected accounts receivable. In the collection of accounts receivable, all payments received by the Purchaser from account debtors will be applied first to accounts receivable of that account debtor arising prior to the Closing, if any, in the order of their origination unless disputed by that account debtor. The Purchaser or the Seller will promptly deliver to the other a true copy of any notice of a dispute as to the validity or enforceability of an account receivable received from an account debtor, and at the election of the Seller, the Purchaser shall immediately remit such disputed account to the Seller for collection. The Purchaser shall not agree to any settlement, discount, or reduction of any account receivable without the prior written consent of the Seller. The Purchaser's collection obligation under this Section 6.14 shall not include any obligation to bring suit, engage a collection agent, or take any other legal action for the collection of any account receivable. All amounts due to the Seller under this subsection that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the lesser of (a) the generally prevailing prime interest rates (as reported by The Wall Street Journal), plus five percentage points, or (b) the maximum amount permitted by applicable Law. The parties acknowledge and agree that accounts receivable collected by the Purchaser for the Seller pursuant to this Section 6.13 shall not be subject to a right of offset for any claim by the Purchaser against the Seller; provided that, if the Purchaser takes any action in violation of such prohibition the Purchaser's right and obligation to collect all accounts receivable arising prior to the Closing shall immediately terminate, and the Seller shall have the right to collect all such accounts receivable in its sole and absolute discretion. (b) Effective upon the Closing Date continuing only for such period as the Purchaser has the obligation to collect the accounts receivable of the Business pursuant to this Section 6.13, the Seller hereby irrevocably constitutes and appoints the Purchaser, its successors and assigns, the true and lawful attorney of the Seller with full power of substitution, in the name of the Purchaser, or the name of the Seller, on behalf of and for the benefit of the Purchaser (except as otherwise provided), to collect all accounts receivable pursuant to this Section 6.13, and to endorse, without recourse, checks, notes and other instruments in the name of the Seller pursuant to this Section 6.13. The Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by the Seller directly or indirectly by the dissolution of the Seller or in any manner or for any reason, but shall terminate as provided in this Section 6.13(b).

Account Receivable. At From the Closing, Closing Date through thirty (30) days after the Seller will deliver to the Purchaser a schedule of the accounts receivable of the Business. Subject to the terms and provisions of this Section 6.13, the Purchaser agrees to collect the accounts receivable in the manner regularly pursued by the Purchaser Closing Date or with respect to the collection portion of accounts receivable and the Accounts Receivable relating to retentions, thirty (30) days after the date such are required to be paid in accordance with the ordinary course terms of business. the applicable contract or purchase order (a) The Purchaser as applicable), Buyer shall use its commercially reasonable efforts to collect the accounts receivable Accounts Receivable. Any partial receipts of Accounts Receivable shall be first applied against the oldest outstanding Accounts Receivable of such account debtor. In the event that Buyer is unable to collect any part of the Seller outstanding on Accounts Receivable (the Closing Date for a period of one hundred twenty (120“Uncollected Accounts Receivable”) calendar days after upon the Closing. The Purchaser shall remit all amounts so collected to an account designated by the Seller, net of commission fees (as directed by the Seller) on a bi-monthly basis, beginning within fifteen (15) days after the Closing until the end conclusion of such one hundred twenty thirty (12030) calendar day period. Promptly after the expiration of the one hundred twenty anniversary or such thirty (12030) day period, as the Purchaser case may be, then, at the discretion of Buyer, (1) the Working Capital shall deliver be decreased by such amount of Uncollected Accounts Receivable in determining the Post Closing Working Capital pursuant to Section 2.3(a), (2) the Uncollected Accounts Receivable may be handled in a manner mutually acceptable to Seller and Buyer, or (i3)(i) a statement or report showing all collectionsBuyer shall assign the Uncollected Accounts Receivable to Seller on behalf of Seller who shall be entitled to collect the Uncollected Accounts Receivable for its sole benefit, and (ii) a check payment by Seller for such Uncollected Accounts Receivable shall be made by Seller to Buyer (at the sole election of Buyer) by wire transfer in immediately available funds or draft in an offset of such amount equal to against the aggregate amount of the collections then due to the Seller and not previously delivered, and (iii) all records of uncollected accounts receivable after which the Escrow Amount. Seller shall have the right to collect such uncollected accounts receivable. In pursue the collection of accounts receivable, all payments received by the Purchaser from account debtors will be applied first to accounts receivable of that account debtor arising Uncollected Accounts Receivable prior to the Closing, if any, in the order of their origination unless disputed by that account debtor. The Purchaser or the Seller will promptly deliver to the other a true copy of any notice of a dispute as to the validity or enforceability of an account receivable received from an account debtor, and at the election expiration of the Seller, the Purchaser shall immediately remit such disputed account to the Seller applicable statute of limitation for collection. The Purchaser shall not agree to any settlement, discount, or reduction of any account receivable without the prior written consent of the Seller. The Purchaser's collection obligation under this Section 6.14 shall not include any obligation to bring suit, engage a collection agent, or take any other legal action for the collection of any account receivablesuch funds. All amounts due to the Seller under this subsection that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the lesser Seller’s collection of (a) the generally prevailing prime interest rates (as reported by The Wall Street Journal), plus five percentage points, or (b) the maximum amount permitted by applicable Law. The parties acknowledge and agree that accounts receivable collected by the Purchaser for the Seller pursuant to this Section 6.13 shall not be subject to a right of offset for any claim by the Purchaser against the Seller; provided that, if the Purchaser takes any action in violation of such prohibition the Purchaser's right and obligation to collect all accounts receivable arising prior to the Closing shall immediately terminate, and the Seller shall have the right to collect all such accounts receivable in its sole and absolute discretion. (b) Effective upon shall be consistent with the Closing Date continuing only for such period as past practices of the Purchaser has applicable Company, which include, among other things, commercially reasonable efforts not to injure any customer relationships of the obligation to collect the accounts receivable Company or of the Business pursuant as it relates to this Section 6.13, Buyer after the Seller hereby irrevocably constitutes and appoints the Purchaser, its successors and assigns, the true and lawful attorney of the Seller with full power of substitution, in the name of the Purchaser, or the name of the Seller, on behalf of and for the benefit of the Purchaser (except as otherwise provided), to collect all accounts receivable pursuant to this Section 6.13, and to endorse, without recourse, checks, notes and other instruments in the name of the Seller pursuant to this Section 6.13. The Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by the Seller directly or indirectly by the dissolution of the Seller or in any manner or for any reason, but shall terminate as provided in this Section 6.13(b)Closing.