Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The As and when the same are received by Purchaser, Purchaser shall pay Seller agrees that it will utilize normal collection efforts consistent with past business practices the full amount of the Seller in collecting the outstanding all accounts receivable of the Seller generated by the Purchased Assets outstanding as of the Effective Datedate of Closing owing from any present guests of the Hotel incurred during the pre-Closing portion of that guest’s present stay, and room and related charges for all guests of the Hotel for the night of the Apportionment Date shall be apportioned as provided in Section 4.5(e). The Said accounts receivable are hereinafter referred to as the “Included Accounts Receivable.” Purchaser is not purchasing any of the receivables of the Hotel, including, without limitation, the Included Accounts Receivable. Purchaser and Seller shall not undertake cooperate in the collection of such accounts receivable (including, without limitation, the Included Accounts Receivable), and for such purpose, Seller shall be entitled to monitor and consult with Purchaser for a period of one hundred twenty (120) days following the Closing regarding the status of and procedure for collection of such accounts. Purchaser agrees to direct and authorize the Hotel’s employees to cooperate with Seller’s representative in reviewing accounts receivable, and in answering any formal inquiries with respect thereto. Purchaser further agrees to promptly remit to Seller any funds received by it in payment of such accounts receivable. With regard to any collection action (whether legal action, referral made from any person or entity who is indebted to a collection agency or otherwise) the Hotel both with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods accruing prior to the Effective Date shall be paid Closing and to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods accounts receivable accruing subsequent to the Effective Date Closing (other than Included Accounts Receivable), such collection shall be paid to Buyer. The parties agree that in applied as designated by the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Sellerpayor, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment but if there is to be applied. In the event such inquiry is unsuccessfulno designation, then any such payments collections received within ninety (90) days after the Closing shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong indebtedness accrued subsequent to the other partyClosing, but thereafter, any such party will immediately remit such proceeds, in kind, collections shall be applied first to the other party; provided, however, that, in the case payment of monies being received by Buyer and any amounts due to Seller, such proceeds Purchaser on accounts accruing prior to the Closing. (b) Purchaser shall be remitted credited, at Closing, for any accounts payable outstanding on the date of Closing, with respect to the Capital lockboxoperation of the Hotel prior to Closing, except those accounts payable that are disputed by Seller. Seller shall identify all such disputed accounts payable as provided in Section 4.7(c) and shall indemnify, defend and hold Purchaser harmless against any liability arising out of any accounts payable dispute(s) so identified by Seller. The accounts payable for which Purchaser is entitled to a credit against the Purchase Price at Closing are hereinafter referred to as the “Assumed Accounts Payable.” In consideration of the credit against the Purchase Price, Purchaser agrees to pay all Assumed Accounts Payable as and when due and further agrees to indemnify, defend and hold Seller harmless from and against any cost or liability resulting from nonpayment or late payment of any of such Assumed Accounts Payable. (c) During the night of the Apportionment Date, and prior to the time scheduled for the commencement of the Closing on the Date of Closing, Seller’s representatives shall prepare and deliver to Purchaser or its representatives a schedule detailing all Assumed Accounts Payable incurred prior to the Apportionment Date.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts 6.9.1. Accounts receivable of the Seller generated by and accruing under the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral Assigned Contracts relating to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date Time are not being transferred to Purchasers and shall be paid to Seller/Capital via the Capital lockbox mechanism, invoiced by Sellers and all monies due on invoices for service payments received thereon shall belong to Sellers. All accounts payable of Sellers generated by and accruing under the Assigned Contracts relating to periods subsequent prior to the Effective Date Time shall remain the responsibility of Sellers. 6.9.2. Accounts receivable generated by and accruing under the Assigned Contracts on and after the Effective Time shall be paid invoiced by Purchasers and all payments received thereon shall belong to BuyerPurchasers. The parties agree that in All accounts payable generated by and accruing under the event payments Assigned Contracts on or after the Effective Time are received by either the responsibility of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s)Purchasers. 6.9.3. In the event that either party any Seller at any time receives proceeds any payment which is payable in whole or in part to any Purchaser pursuant to this Section 6.9, such payment shall be held in trust for such Purchaser and such Seller shall pay to such Purchaser, as soon as reasonably possible but in no event later than five (5) days after receipt by such Seller, the amount of accounts receivable which belong the payment due such Purchaser, plus interest on such amount calculated at the Applicable Rate from the date of receipt of such payment by such Seller to the other partydate on which payment is made to such Purchaser, pursuant to this Section 6.9 together with whatever supporting information is reasonably available. Similarly, if any Purchaser receives any payment that is payable in whole or in part to any Seller pursuant to this Section 6.9, such party will immediately remit Purchaser shall hold such proceedspayment in trust for such Seller and pay such Seller, as soon as reasonably possible but in kindno event later than five (5) days after receipt by such Purchaser, the amount of the payment due to such Seller, plus interest on such amount calculated at the Applicable Rate from the date of receipt of such payment by such Purchaser to the other party; provided, however, that, in the case of monies being received by Buyer and due date on which payment is made to such Seller, such proceeds shall be remitted pursuant to the Capital lockboxthis Section 6.9 together with whatever supporting information is reasonably available.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past On or as soon as practicable after the Closing Date, but in no event later than ten (10) business practices days after the end of the calendar month in which the Closing occurs, Seller in collecting will deliver to Buyer a statement setting forth the outstanding accounts receivable of the Seller generated by the Purchased Assets Business as of the Effective DateTime (the “Accounts Receivable”) and the outstanding accounts payable, including unpaid commissions and bonuses due to Employees of the Business as of the Effective Time (the “Accounts Payable”). (b) Subject to the terms and provisions in this Section 5.12, Buyer will collect the Accounts Receivable in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable including account reconciliation procedures for a period of 180 calendar days following the Closing Date (the “Collection Period”). The Buyer will not be obligated to, and without the prior written consent of Seller will not, institute litigation, employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable. All amounts collected by Buyer after the Closing from an account debtor will be applied first to the Accounts Receivable of such account debtor in the order of their origination, unless the account debtor disputes such Accounts Receivable in writing or designates payment of a different Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise Seller thereof and may (or, if requested by Seller, shall) return that account to Seller. Buyer shall not undertake issue any formal collection action credit or accommodation against any Accounts Receivable without the prior written consent of Seller. (whether legal actionc) Buyer shall pay, referral within forty (40) calendar days after the end of the month of receipt of such Accounts Receivable, related commissions or bonuses due to Employees or national sales representatives (unless already paid by Seller) (the “Net Receivables”) as applicable (any payment to national sales representatives shall be reconciled to actual collections). Such Net Receivables shall be paid in consultation with Seller and consistent with its current business practices subject to holdbacks and offsets as reasonably directed by Seller and consistent with its current business practices. (d) Except as otherwise provided in this Section 5.12, during the Collection Period, Buyer will use the Net Receivables collected to pay the Accounts Payable in a collection agency or otherwisetimely manner, provided, however, Buyer has no obligation to use its own funds in excess of the Net Receivables to pay Accounts Payable. Within thirty (30) calendar days after the end of each month during the Collection Period, Buyer will deliver to Seller a written report, prepared in good faith and accompanied by reasonable supporting documentation, with respect to any (i) the collections made with respect to the Accounts Receivable, (ii) the calculation of Net Receivables and (iii) payments remitted with respect to the Accounts Payable together with a copy of the invoices therefor. Such report shall be accompanied by a payment to Seller of the amount by which the collected Net Receivables paid during such Account Receivable without first consulting with month exceed the Buyeramount of the Accounts Payable during such month. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller agrees in connection with its review of such report. (e) Within forty (40) calendar days after the end of the Collection Period, Buyer shall deliver to paySeller a final written report (“Final Report”) which report shall be accompanied by a final payment to Seller of the amount by which the Net Receivables collected during the Collection Period exceeded the amount paid in respect of the Accounts Payable during the Collection Period less any interim amounts theretofore remitted to Seller. The Final Report shall be prepared in good faith, accompanied by reasonable supporting documentation and contain (i) a statement of accounts for each account prepared in a manner consistent with past business practice Buyer’s own record-keeping practices, (ii) copies of all invoices received by Buyer after the Closing Date for periods ending on or before the Closing Date and not previously provided to Seller pursuant to Section 5.12(b), and (iii) an Accounts Receivable aging report for the Business. Buyer shall use commercially reasonable efforts to deliver the Final Report to Seller in an electronic format. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller in connection with its review of the Final Report. (f) Following the expiration of the Collection Period, Buyer shall have no further obligations pursuant to this Section 5.12, except to remit to Seller any amounts received by Buyer which can be specifically identified as a payment on account of any Accounts Receivable will be promptly paid over or forwarded to Seller. (g) All amounts due to Seller or Buyer under this Section 5.12 that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the generally prevailing prime interest rate (as reported by The Wall Street Journal). The parties acknowledge and agree that Accounts Receivable collected by Buyer for Seller pursuant to this Section 5.12 shall not be subject to a right of offset for any claim by Buyer against Seller. (h) After the Closing, Seller, at its own expense, shall have the outstanding accounts payable right to access and/or audit the books, records and operating practices and procedures of the Seller as Business, upon reasonable notice to Buyer and during the normal business hours of the Effective Date. The Business, to confirm compliance by Buyer with the provisions of this Section 5.12. (i) Notwithstanding anything to the contrary in this Section 5.12, the parties acknowledge and agree that Buyer shall notnot assume, and shall not permit its employeesor in any way become liable for, officers, directors, independent contractors any liabilities or agents to, directly or indirectly, encourage any customer obligations of Seller not of any kind or nature with respect to the Accounts Payable. Buyer shall have no obligation to make payment on respecting any accounts receivable Accounts Payable, if at such time, Accounts Payable exceed the amount of collected Net Receivables. If at any time or from time to time during the Collection Period the amount owing in respect of any Accounts Payable exceeds the amount of available collected Net Receivables, Buyer will promptly notify Seller or commit any action which could reasonably lead or cause any customer of such deficit and Seller shall thereafter pay to Buyer such difference within thirty (30) calendar days after the delivery to Seller of such notice. If Seller shall not pay the deficit to make such a payment and Buyer within the time period specified, Buyer shall otherwise cooperate with have the option in its sole discretion to pay such deficit, and Seller and its designees (and cause its personnel and accountants to cooperateshall thereafter reimburse Buyer immediately for such amount, including interest at the rate set forth in Section 5.12(h) in Seller’s collection effortsabove. (bj) Both parties agreeEffective upon the Closing Date and solely for purposes of facilitating Buyer’s compliance with this Section 5.12, as expeditiously as possibleSeller hereby irrevocably constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in the name of Buyer, or the name of Seller, on behalf of and for the benefit of Seller, to notify collect the Customers set forth Accounts Receivables, to endorse, without recourse, checks, notes and other instruments in the name of Seller, to pay the Accounts Payables and to do all such further acts and things in relation thereto as is contemplated by Section 5.12 hereof. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller except as provided herein. Each Seller further authorizes Buyer and its officers, successors and assigns to receive and open all mail, telegrams, packages, electronic mail and other communications that are addressed to such Seller and that relate to the Business and/or any Purchased Asset, and to reply to and retain such communications. The preceding sentence constitutes full authorization to the postal authorities, express courier companies and other persons to make delivery of such communications directly to Buyer or to persons specified by Buyer. Seller confers this authority upon Buyer and its officers, successors and assigns on Exhibit 2.25the condition that Buyer shall promptly forward to Seller all such mail, of telegrams, electronic mail and other communications that do not relate solely to the sale of Business or the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable Accounts Receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its his employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s 's collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are or were customers of both of the Buyer and Seller, and such payments shall be applied in accordance with the customer's written instructions on the face of the remittance or any accompanying documentation or correspondence. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s)) of either Buyer or Seller, as the case may be. As an example, in the event that Seller has an account receivable outstanding from ABC Corp. from an invoice dated March 30, 2003, and the Buyer has an account receivable outstanding from ABC Corp. for an invoice dated October 1, 2003, and a payment is made by ABC Corp. on November 1, 2003, and neither the face of the remittance nor any accompanying documentation or correspondence references which invoice is being paid, the funds are to be remitted to Seller to pay off the oldest invoice, and any remaining amounts, will be paid to the holder of the second oldest account receivable, and so on. In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets Lawrenceville Office as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased AssetsLawrenceville Office, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past On or as soon as practicable after the Closing Date, but in no event later than ten (10) business practices days after the end of the calendar month in which the Closing occurs, Seller in collecting will deliver to Buyer a statement setting forth the outstanding accounts receivable of the Seller generated by the Purchased Assets Business as of the Effective DateTime (the “Accounts Receivable”) and the outstanding accounts payable, including unpaid commissions and bonuses due to Employees of the Business as of the Effective Time (the “Accounts Payable”). (b) Subject to the terms and provisions in this Section 5.12, Buyer will collect the Accounts Receivable in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable including account reconciliation procedures for a period of 180 calendar days following the Closing Date (the “Collection Period”). The Buyer will not be obligated to, and without the prior written consent of Seller will not, institute litigation, employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable. All amounts collected by Buyer after the Closing from an account debtor will be applied first to the Accounts Receivable of such account debtor in the order of their origination, unless the account debtor disputes such Accounts Receivable in writing or designates payment of a different Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise Seller thereof and may (or, if requested by Seller, shall) return that account to Seller. Buyer shall not undertake issue any formal collection action credit or accommodation against any Accounts Receivable without the prior written consent of Seller. (whether legal actionc) Buyer shall pay, referral within forty (40) calendar days after the end of the month of receipt of such Accounts Receivable, related commissions or bonuses due to Employees or national sales representatives (unless already paid by Seller or the High Plains Entities) (the “Net Receivables”) as applicable (any payment to national sales representatives shall be reconciled to actual collections). Such Net Receivables shall be paid in consultation with Seller and consistent with its current business practices subject to holdbacks and offsets as reasonably directed by Seller and consistent with its current business practices. (d) Except as otherwise provided in this Section 5.12, during the Collection Period, Buyer will use the Net Receivables collected to pay the Accounts Payable in a collection agency or otherwisetimely manner, provided, however, Buyer has no obligation to use its own funds in excess of the Net Receivables to pay Accounts Payable. Within thirty (30) calendar days after the end of each month during the Collection Period, Buyer will deliver to Seller a written report, prepared in good faith and accompanied by reasonable supporting documentation, with respect to any (i) the collections made with respect to the Accounts Receivable, (ii) the calculation of Net Receivables and (iii) payments remitted with respect to the Accounts Payable together with a copy of the invoices therefor. Such report shall be accompanied by a payment to Seller of the amount by which the collected Net Receivables paid during such Account Receivable without first consulting with month exceed the Buyeramount of the Accounts Payable during such month. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller agrees in connection with its review of such report. (e) Within forty (40) calendar days after the end of the Collection Period, Buyer shall deliver to paySeller a final written report (“Final Report”) which report shall be accompanied by a final payment to Seller of the amount by which the Net Receivables collected during the Collection Period exceeded the amount paid in respect of the Accounts Payable during the Collection Period less any interim amounts theretofore remitted to Seller. The Final Report shall be prepared in good faith, accompanied by reasonable supporting documentation and contain (i) a statement of accounts for each account prepared in a manner consistent with past business practice Buyer’s own record-keeping practices, (ii) copies of all invoices received by Buyer after the Closing Date for periods ending on or before the Closing Date and not previously provided to Seller pursuant to Section 5.12(b), and (iii) an Accounts Receivable aging report for the Business. Buyer shall use commercially reasonable efforts to deliver the Final Report to Seller in an electronic format. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller in connection with its review of the Final Report. (f) Following the expiration of the Collection Period, Buyer shall have no further obligations pursuant to this Section 5.12, except to remit to Seller any amounts received by Buyer which can be specifically identified as a payment on account of any Accounts Receivable will be promptly paid over or forwarded to Seller. (g) All amounts due to Seller or Buyer under this Section 5.12 that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the generally prevailing prime interest rate (as reported by The Wall Street Journal). The parties acknowledge and agree that Accounts Receivable collected by Buyer for Seller pursuant to this Section 5.12 shall not be subject to a right of offset for any claim by Buyer against Seller. (h) After the Closing, Seller, at its own expense, shall have the outstanding accounts payable right to access and/or audit the books, records and operating practices and procedures of the Seller as Business, upon reasonable notice to Buyer and during the normal business hours of the Effective Date. The Business, to confirm compliance by Buyer with the provisions of this Section 5.12. (i) Notwithstanding anything to the contrary in this Section 5.12, the parties acknowledge and agree that Buyer shall notnot assume, and shall not permit its employeesor in any way become liable for, officers, directors, independent contractors any liabilities or agents to, directly or indirectly, encourage any customer obligations of Seller not of any kind or nature with respect to the Accounts Payable. Buyer shall have no obligation to make payment on respecting any accounts receivable Accounts Payable, if at such time, Accounts Payable exceed the amount of collected Net Receivables. If at any time or from time to time during the Collection Period the amount owing in respect of any Accounts Payable exceeds the amount of available collected Net Receivables, Buyer will promptly notify Seller or commit any action which could reasonably lead or cause any customer of such deficit and Seller shall thereafter pay to Buyer such difference within thirty (30) calendar days after the delivery to Seller of such notice. If Seller shall not pay the deficit to make such a payment and Buyer within the time period specified, Buyer shall otherwise cooperate with have the option in its sole discretion to pay such deficit, and Seller and its designees (and cause its personnel and accountants to cooperateshall thereafter reimburse Buyer immediately for such amount, including interest at the rate set forth in Section 5.12(h) in Seller’s collection effortsabove. (bj) Both parties agreeEffective upon the Closing Date and solely for purposes of facilitating Buyer’s compliance with this Section 5.12, as expeditiously as possibleSeller hereby irrevocably constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in the name of Buyer, or the name of Seller, on behalf of and for the benefit of Seller, to notify collect the Customers set forth Accounts Receivables, to endorse, without recourse, checks, notes and other instruments in the name of Seller, to pay the Accounts Payables and to do all such further acts and things in relation thereto as is contemplated by Section 5.12 hereof. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller except as provided herein. Each Seller further authorizes Buyer and its officers, successors and assigns to receive and open all mail, telegrams, packages, electronic mail and other communications that are addressed to such Seller and that relate to the Business and/or any Purchased Asset, and to reply to and retain such communications. The preceding sentence constitutes full authorization to the postal authorities, express courier companies and other persons to make delivery of such communications directly to Buyer or to persons specified by Buyer. Seller confers this authority upon Buyer and its officers, successors and assigns on Exhibit 2.25the condition that Buyer shall promptly forward to Seller all such mail, of telegrams, electronic mail and other communications that do not relate solely to the sale of Business or the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past On or as soon as practicable after the Closing Date, but in no event later than ten (10) business practices days after the end of the calendar month in which the Closing occurs, Seller in collecting will deliver to Buyer a written statement (the “Seller’s Statement”) setting forth the outstanding accounts receivable of the Seller generated by the Purchased Assets Business as of the Effective DateTime (the “Accounts Receivable”) and the outstanding accounts payable, including unpaid commissions and bonuses due to Employees and/or national sales representatives of the Business as of the Effective Time (the “Accounts Payable”). (b) Subject to the terms and provisions in this Section 5.11, Buyer will use commercially reasonable efforts to collect the Accounts Receivable in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable, including account reconciliation procedures, for a period of 180 calendar days following the Closing Date (the “Collection Period”). The Buyer will not be obligated to, and without the prior written consent of Seller will not, institute litigation, employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable. All amounts collected by Buyer after the Closing from an account debtor will be applied first to the Accounts Receivable of such account debtor in the order of their origination, unless the account debtor disputes such Accounts Receivable in writing or designates payment of a different accounts receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise Seller thereof and may (or, if requested by Seller in writing, shall) return that account to Seller. Buyer shall not undertake issue any formal collection action credit or accommodation against any Accounts Receivable without the prior written consent of Seller (whether legal actionwhich consent shall not be unreasonably withheld, referral denied, delayed or conditioned). (c) Buyer shall pay, within forty (40) calendar days after the end of the month of actual receipt of the proceeds of such Accounts Receivable, the related commissions or bonuses due to Employees or national sales representatives that are set forth on the Seller’s Statement (unless already paid by Seller and communicated in writing to Buyer) (such Account Receivables, less such reductions, the “Net Receivables”) as applicable (any payment to national sales representatives shall be reconciled to actual collections). Such Net Receivables shall be paid in accordance with this Section 5.11(c) in consultation with Seller. (d) Except as otherwise provided in this Section 5.11, during the Collection Period, Buyer will use its commercially reasonable efforts to apply the Net Receivables collected to pay the Accounts Payable in a collection agency or otherwisetimely manner, provided, however, Buyer has no obligation to use its own funds in excess of the Net Receivables to pay Accounts Payable. Within thirty (30) calendar days after the end of each month during the Collection Period, Buyer will deliver to Seller a written report, prepared in good faith and accompanied by reasonable supporting documentation, with respect to (i) the collections made with respect to the Accounts Receivable, (ii) the calculation of Net Receivables and (iii) payments remitted with respect to the Accounts Payable together with a copy of the invoices therefor. Such report shall be accompanied by a payment to Seller of the amount by which the collected Net Receivables during such month exceed the amount of the Accounts Payable paid during such month. Seller shall use commercially reasonable efforts to promptly answer any questions from Buyer relating to its preparation of such Account Receivable without first consulting with the Buyerreport. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller agrees in connection with its review of such report. (e) Within forty (40) calendar days after the end of the Collection Period, Buyer shall deliver to paySeller a final written report (“Final Report”), which report shall be accompanied by a final payment to Seller of the amount by which the Net Receivables collected during the Collection Period exceeded the amount paid in respect of the Accounts Payable during the Collection Period less any interim amounts theretofore remitted or accounted for in writing to Seller. The Final Report shall be prepared in good faith, accompanied by reasonable supporting documentation and contain (i) a statement of accounts for each account prepared in a manner consistent with past business practice Buyer’s own record-keeping practices and (ii) an Accounts Receivable aging report for the Business. Buyer shall use commercially reasonable efforts to deliver the Final Report to Seller in an electronic format. Seller shall use commercially reasonable efforts to promptly answer any questions from Buyer relating to its preparation of the Final Report. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller in connection with its review of the Final Report. (f) Following the expiration of the Collection Period, Buyer shall have no further obligations pursuant to this Section 5.11, except to remit to Seller any amounts received by Buyer which can be specifically identified as a payment on account of any Accounts Receivable, which will be promptly paid over or forwarded to Seller after such identification. (g) All amounts due to Seller or Buyer under this Section 5.11 that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the then prevailing prime interest rate (as reported by The Wall Street Journal). The parties acknowledge and agree that Accounts Receivable collected by Buyer for Seller pursuant to this Section 5.11 shall not be subject to a right of offset for any claim by Buyer against Seller. (h) For one (1) year following the Closing, Seller, at its own expense, shall have the outstanding accounts payable right to access and/or audit the books, records and operating practices and procedures of the Seller as Business, upon reasonable notice to Buyer and during the normal business hours of the Effective Date. The Business, to confirm compliance by Buyer with the provisions of this Section 5.11, provided, that such access does not unreasonably disrupt the business and operations of the Business or of Buyer. (i) Notwithstanding anything to the contrary in this Section 5.11, the parties acknowledge and agree that Buyer shall notnot assume, and shall not permit its employeesor in any way become liable for, officers, directors, independent contractors any liabilities or agents to, directly or indirectly, encourage any customer obligations of Seller not of any kind or nature with respect to the Accounts Payable. Buyer shall have no obligation to make payment on respecting any accounts receivable Accounts Payable, if at such time, Accounts Payable exceed the amount of collected Net Receivables. If at any time or from time to time during the Collection Period the amount owing in respect of any Accounts Payable exceeds the amount of available collected Net Receivables, Buyer will promptly notify Seller or commit any action which could reasonably lead or cause any customer of such deficit and Seller shall thereafter pay to Buyer such difference within thirty (30) calendar days after the delivery to Seller of such notice. If Seller shall not pay the deficit to make such a payment and Buyer within the time period specified, Buyer shall otherwise cooperate with have the option in its sole discretion to pay such deficit, and Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection effortsshall thereafter reimburse Buyer immediately for such amount. (bj) Both parties agreeEffective upon the Closing Date and solely for purposes of facilitating Buyer’s compliance with this Section 5.11, as expeditiously as possibleSeller hereby irrevocably constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in the name of Buyer, or the name of Seller, on behalf of and for the benefit of Seller, to notify collect the Customers set forth Accounts Receivables, to endorse, without recourse, checks, notes and other instruments in the name of Seller, to pay the Accounts Payables and to do all such further acts and things in relation thereto as is contemplated by this Section 5.11. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller except as provided herein. Each Seller further authorizes Buyer and its officers, successors and assigns to receive and open all mail, telegrams, packages, electronic mail and other communications that are addressed to such Seller and that relate to the Business and/or any Purchased Asset, and to reply to and retain such communications. The preceding sentence constitutes full authorization to the postal authorities, express courier companies and other persons to make delivery of such communications directly to Buyer or to persons specified by Buyer. Seller confers this authority upon Buyer and its officers, successors and assigns on Exhibit 2.25the condition that Buyer shall promptly forward to Seller all such mail, of telegrams, electronic mail and other communications that do not relate to the sale of Business or the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past On or as soon as practicable after the Closing Date, but in no event later than ten (10) business practices days after the end of the calendar month in which the Closing occurs, Seller in collecting will deliver to Buyer a statement setting forth the outstanding accounts receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall notTime (the “Accounts Receivable”) and the outstanding accounts payable, including unpaid commissions due to Station Employees and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer national sales representatives of Seller not to make payment on any accounts receivable as of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees Effective Time arising out of the Business (and cause its personnel and accountants to cooperate) in Seller’s collection effortsthe “Accounts Payable”). (b) Both parties agreeSubject to the terms and provisions in this Section 5.11, as expeditiously as possible, Buyer will collect the Accounts Receivable in the same manner and with the same diligence that Buyer uses to notify collect its own accounts receivable for a period of ninety (90) calendar days following the Customers set forth on Exhibit 2.25, of Closing Date (the sale of the Purchased Assets“Collection Period”). Buyer will not be obligated to, and without the prior written consent of Seller will not, institute litigation, employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to instruct such Customers that any monies due on invoices for service periods prior third parties to collect the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanismAccounts Receivable, and all monies due on invoices subject to its compliance with the provisions of this Section 5.11, Buyer shall incur no liability whatsoever for service periods subsequent to any uncollected Accounts Receivable. All amounts collected by Buyer after the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable Closing from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall an account debtor will be applied first to the oldest outstanding invoice(sAccounts Receivable of such account debtor in the order of their origination, unless the account debtor disputes such Accounts Receivable or designates payment of a different Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise Seller thereof and may (or, if requested by Seller, shall) return that account to Seller. Buyer shall not issue any credit or accommodation against any Accounts Receivable without the prior written consent of Seller. (c) Buyer shall pay within thirty (30) calendar days after the end of the month of receipt of such Accounts Receivable, commissions due to Station Employees and national sales representatives (unless already paid) (the “Net Receivables”) as applicable (any payment to national sales representatives shall be reconciled to actual collections). In . (d) Except as otherwise provided in this Section 5.11, during the event that either party receives proceeds of accounts receivable which belong Collection Period, Buyer will use the Net Receivables collected to pay the other partyAccounts Payable in a timely manner, such party will immediately remit such proceeds, in kind, to the other party; provided, however, thatBuyer has no obligation to use its own funds in excess of the Net Receivables to pay Accounts Payable. Within twenty (20) calendar days after the end of each month during the Collection Period, Buyer will deliver to Seller a written report with respect to (i) the collections made with respect to the Accounts Receivable, (ii) the calculation of Net Receivables and (iii) payments remitted with respect to the Accounts Payable together with a copy of the invoices therefor. Such report shall be accompanied by a payment to Seller of the amount by which the collected Net Receivables paid during such month exceed the amount of the Accounts Payable during such month. (e) Within thirty (30) calendar days after the end of the Collection Period, Buyer shall deliver to Seller a final written report (“Final Report”) which report shall be accompanied by a final payment to Seller of the amount by which the Net Receivables collected during the Collection Period exceeded the amount paid in respect of the Accounts Payable during the Collection Period less any interim amounts theretofor remitted to Seller. The Final Report shall contain (i) a statement of accounts for each account prepared substantially in the case manner in which the Stations have heretofore prepared such report, (ii) copies of monies being all open Accounts Receivable invoices, (iii) copies of all invoices for Accounts Payable received by the Stations after the Closing Date for periods ending on or before the Closing Date and (iv) a Accounts Receivable aging report for the Stations. Buyer shall use commercially reasonable efforts to deliver the Final Report to Seller in an electronic format. (f) Following the expiration of the Collection Period, Buyer shall have no further obligations pursuant to this Section 5.11, except to remit to Seller any amounts received by Buyer and which can be specifically identified as a payment on account of any Accounts Receivable will be promptly paid over or forwarded to Seller. (g) All amounts due to Seller, such proceeds Seller or Buyer under this Section 5.11 that are not paid in accordance with the provisions hereof shall be remitted bear interest until paid at a rate per annum equal to the Capital lockboxgenerally prevailing prime interest rate (as reported by The Wall Street Journal). The parties acknowledge and agree that Accounts Receivable collected by Buyer for Seller pursuant to this Section 5.11 shall not be subject to a right of offset for any claim by Buyer against Seller. (h) Notwithstanding anything to the contrary in this Section 5.11, the parties acknowledge and agree that Buyer shall not assume, or in any way become liable for, any liabilities or obligations of Seller of any kind or nature with respect to the Accounts Payable. Buyer shall have no obligation to make payment respecting any Accounts Payable, if at such time, Accounts Payable exceed the amount of collected Net Receivables. If at any time or from time to time during the Collection Period the amount owing in respect of any Accounts Payable exceeds the amount of available collected Net Receivables, Buyer will promptly notify Seller of such deficit and Seller shall thereafter pay to Buyer such difference within twenty (20) calendar days after the delivery to Seller of such notice. If Seller shall not pay the deficit to Buyer within the time period specified, Buyer shall have the option in its sole discretion to pay such deficit, and Seller shall thereafter reimburse Buyer immediately for such amount, including interest at the rate set forth in Section 5.11(g) above.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices Company has made available to Parent a true and complete list of all accounts receivable, whether billed or unbilled, of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets Company and its Subsidiaries as of the Effective date hereof. (b) The Company has made available to Parent a true and complete list of all accounts payable, whether billed or unbilled, of the Company and its Subsidiaries as of the date hereof. (c) The Company has delivered to Parent a statement (the “Working Capital Statement”) of the Working Capital of the Company and its Subsidiaries as of the date hereof. The Working Capital of the Company and its Subsidiaries as of the date hereof shall be as set forth in the Working Capital Statement. One Business Day prior to the Closing Date, the Company shall deliver to Parent a statement of the Working Capital of the Company and its Subsidiaries as of the Closing Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice Working Capital of the Seller, the outstanding accounts payable of the Seller Company and its Subsidiaries as of the Effective DateClosing Date shall be as set forth in the Working Capital Statement and will be in excess of $1,500,000. (d) All of the accounts receivable, whether billed or unbilled, of the Company and its Subsidiaries arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the Knowledge of the Company, are collectible except to the extent of reserves therefor set forth in the Balance Sheet. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage No person has any customer of Seller not to make payment Lien on any accounts receivable of Seller the Company or commit any action which could reasonably lead of its Subsidiaries and no request or cause agreement for deduction or discount has been made with respect to any customer not to make such a payment and accounts receivable of the Buyer shall otherwise cooperate with Seller and Company or any of its designees (and cause its personnel and accountants to cooperate) in Seller’s collection effortsSubsidiaries. (be) Both parties agreeAll of the accounts payable, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25whether billed or unbilled, of the sale of the Purchased Assets, Company and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that its Subsidiaries arose in the event payments ordinary course of business, are received by either of the parties on accounts receivable from customers who carried at values determined in accordance with GAAP consistently applied, are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance subject to any valid set-off or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kindcounterclaim and, to the other party; providedKnowledge of the Company, however, that, in can be fully discharged for the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to amounts reflected on the Capital lockboxBalance Sheet.

Accounts Receivable and Accounts Payable. (a) The All Accounts Receivable relating to the Business, including Accounts Receivable relating to the Seller agrees that it Contracts, are reflected on the Balance Sheet, the Closing Date Balance Sheet or the Interim Balance Sheet, are included in the Assets and represent or, in the case of the Closing Date Balance Sheet, will utilize normal collection efforts represent, valid obligations arising from sales actually made or services actually performed by Seller or any Targeted Subsidiary in the Ordinary Course of Business. Except to the extent paid prior to the Closing Date, such Accounts Receivable are or will be as of the Closing Date current and collectible, net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past business practices practice. Subject to such reserves, each of such Accounts Receivable either has been or will be collected in full, without any setoff, within one hundred forty-five (145) days after the Seller in collecting day on which it first becomes due and payable. There is no contest, claim, defense or right of setoff, under any Contract with any account debtor of an Account Receivable relating to the outstanding accounts receivable amount or validity of the Seller generated by the Purchased Assets such Account Receivable. Schedule 3.11 contains a complete and accurate list of all Accounts Receivable as of the Effective Datedate of the Interim Balance Sheet, which list sets forth the claim level detail and aging of each such Account Receivable. The Seller shall not undertake any formal collection action (whether legal actionsupplement to Schedule 3.11, referral to which will be delivered at the Closing, contains a collection agency or otherwise) with respect to any such Account complete and accurate list of all Accounts Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Closing Date, which list sets forth the claim level detail and aging of each such Account Receivable. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any All cash collections have been posted to the correct detailed customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection effortsAccounts Receivable. (b) Both parties agree, as expeditiously as possible, to notify The Accounts Payable Report will be a true and accurate report listing the Customers set forth on Exhibit 2.25, accounts payable of the sale Targeted Subsidiaries and the Business as of the Purchased Assets, Closing Date. The report will correctly and accurately designate all Associated Accounts Payable arising from or applicable to instruct such Customers that cash collected by Seller or any monies due Seller Subsidiary (or other settlements of accounts receivable) during periods on invoices for service periods and prior to the Effective Date shall Closing Date, including marketing fees, broker fees and PPO fees not reflected as accounts payable applicable to cash that has not been applied but which would be paid to Seller/Capital via included in accounts payable had the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent cash receipts been applied. All cash collected by Seller or the Targeted Subsidiaries relating to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer Business has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be been applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, proper account in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox’s or Targeted Subsidiaries’ ledgers.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices As soon as practicable prior to the Closing Date, EWS Holdings shall provide to WCA Parent an estimate of the Seller in collecting the outstanding accounts receivable Accounts Receivable and Accounts Payable of the Seller generated by Emerald Companies (other than those related to the Purchased Assets Gulf Coast Business) as of the Closing Date, including sufficient background detail regarding the basis for such amounts (the “Account Worksheet”). As soon as practicable prior to Closing, WCA Parent shall provide any comments and revisions to the Account Worksheet. At Closing, EWS Holdings shall provide the final Accounts Receivable and Accounts Payable of the Emerald Companies (other than those related to the Gulf Coast Business) as of the Effective Time (the “Final Account Worksheet”), in form reasonably acceptable to WCA Parent. At Closing, the Emerald Companies shall cause the assignment to EWS Gulf Coast of the Accounts Receivable and Accounts Payable set forth on the Final Account Worksheet pursuant to an Assignment and Assumption Agreement attached as Exhibit A hereto. From and after the Closing Date, EWS Gulf Coast shall (i) have the right to collect the Accounts Receivable and shall be entitled to retain all amounts collected and (ii) be solely responsible for the payment of the Accounts Payable promptly following Closing. The Seller Except as set forth in this Section 1.4(a), the WCA Parties, including the Emerald Companies after the Effective Time, shall not undertake have any formal collection action (whether legal action, referral obligation to a collection agency EWS Gulf Coast or otherwise) any other Person with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice collection of the Seller, Accounts Receivable set forth on the outstanding accounts payable Final Account Worksheet or with respect to the payment of the Seller as of Accounts Payable set forth on the Effective DateFinal Account Worksheet. The Buyer shall notNotwithstanding the foregoing, following the Closing WCA Parent shall, and shall not permit cause each of its employees, officers, directors, independent contractors or agents Subsidiaries (including each Emerald Company) to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise (i) cooperate with Seller and its designees assist EWS Gulf Coast in connection with the collection of the Accounts Receivable by taking such actions that are reasonably requested by the EWS Gulf Coast in connection therewith and (and ii) cause its personnel and accountants all correspondence, invoices or any other documents relating to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers Accounts Receivable or Accounts Payable set forth on Exhibit 2.25, of the sale of the Purchased Assets, and to instruct such Customers Final Account Worksheet that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either WCA Parent or any Subsidiary (including any Emerald Company) to be delivered to EWS Gulf Coast not less often than on a monthly basis. If WCA Parent or any of its Subsidiaries (including any Emerald Company) receives any payment with respect to the Accounts Receivable, it shall deliver any such payment to EWS Gulf Coast in the form received no later than the last business day of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockboxweek following its receipt thereof.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable Accounts Receivable of the Seller generated by the Purchased Assets as of the Effective Date. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable account receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective Date. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased AssetsNorthern California Offices, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past business practices of the Seller in collecting the outstanding accounts receivable of the Seller generated by the Purchased Assets Offices and the On-Site Business as of the Effective DateTime. The Seller shall not undertake any formal collection action (whether legal action, referral to a collection agency or otherwise) with respect to any such Account Receivable without first consulting with the Buyer. The Seller agrees to pay, in a manner consistent with past business practice of the Seller, the outstanding accounts payable of the Seller as of the Effective DateTime. The Buyer shall not, and shall not permit its employees, officers, directors, independent contractors or agents to, directly or indirectly, encourage any customer of Seller not to make payment on any accounts receivable of Seller or commit any action which could reasonably lead or cause any customer not to make such a payment and the Buyer shall otherwise cooperate with Seller and its designees (and cause its personnel and accountants to cooperate) in Seller’s collection efforts. (b) Both parties agree, as expeditiously as possible, to notify the Customers set forth on Exhibit 2.25, of the sale of the Purchased AssetsOffices and the On-Site Business, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date Time shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date Time shall be paid to BuyerBuyer under terms agreed upon between Buyer and Capital. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.

Accounts Receivable and Accounts Payable. (a) The Seller agrees that it will utilize normal collection efforts consistent with past On or as soon as practicable after the Closing Date, but in no event later than ten (10) business practices days after the end of the calendar month in which the Closing occurs, Seller in collecting will deliver to Buyer a statement setting forth the outstanding accounts receivable of the Seller generated by the Purchased Assets Business as of the Effective DateTime (the “Accounts Receivable”). (b) Subject to the terms and provisions in this Section 5.12, Buyer will collect the Accounts Receivable in the same manner and with the same diligence that Buyer uses to collect its own accounts receivable including account reconciliation procedures for a period of 180 calendar days following the Closing Date (the “Collection Period”). The Buyer will not be obligated to, and without the prior written consent of Seller will not, institute litigation, employ any collection agency, legal counsel, or other third party, or take any other extraordinary means of collections or pay any expenses to third parties to collect the Accounts Receivable. All amounts collected by Buyer after the Closing from an account debtor will be applied first to the Accounts Receivable of such account debtor in the order of their origination, unless the account debtor disputes such Accounts Receivable in writing or designates payment of a different Accounts Receivable in writing. If during the Collection Period a dispute arises with regard to an account included among the Accounts Receivable, Buyer shall promptly advise Seller thereof and may (or, if requested by Seller, shall) return that account to Seller. Buyer shall not undertake issue any formal collection action credit or accommodation against any Accounts Receivable without the prior written consent of Seller. (whether legal actionc) Buyer shall pay, referral within forty (40) calendar days after the end of the month of receipt of such Accounts Receivable, related commissions or bonuses due to Employees or national sales representatives (unless already paid by Seller or the High Plains Entities) (such Accounts Receivable, less the amount of such commissions and bonuses, the “Net Receivables”) as applicable (any payment to national sales representatives shall be reconciled to actual collections). Such commissions and bonuses shall be paid in consultation with Seller and consistent with its current business practices subject to holdbacks and offsets as reasonably directed by Seller and consistent with its current business practices. (d) Except as otherwise provided in this Section 5.12, during the Collection Period, Buyer will use the Net Receivables collected to pay the accounts payable in a collection agency or otherwisetimely manner, provided, however, Buyer has no obligation to use its own funds in excess of the Net Receivables to pay accounts payable. Within thirty (30) calendar days after the end of each month during the Collection Period, Buyer will deliver to Seller a written report, prepared in good faith and accompanied by reasonable supporting documentation, with respect to any (i) the collections made with respect to the Accounts Receivable, (ii) the calculation of Net Receivables and (iii) payments remitted with respect to the accounts payable together with a copy of the invoices therefor. Such report shall be accompanied by a payment to Seller of the amount by which the collected Net Receivables paid during such Account Receivable without first consulting with month exceed the Buyeramount of the accounts payable during such month. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller agrees in connection with its review of such report. (e) Within forty (40) calendar days after the end of the Collection Period, Buyer shall deliver to paySeller a final written report (“Final Report”) which report shall be accompanied by a final payment to Seller of the amount by which the Net Receivables collected during the Collection Period exceeded the amount paid in respect of the accounts payable during the Collection Period less any interim amounts theretofore remitted to Seller. The Final Report shall be prepared in good faith, accompanied by reasonable supporting documentation and contain (i) a statement of accounts for each account prepared in a manner consistent with past business practice Buyer’s own record-keeping practices, (ii) copies of all invoices received by Buyer after the Closing Date for periods ending on or before the Closing Date and not previously provided to Seller pursuant to Section 5.12(b), and (iii) an Accounts Receivable aging report for the Business. Buyer shall use commercially reasonable efforts to deliver the Final Report to Seller in an electronic format. The parties shall cooperate in good faith to answer any questions and resolve any issues raised by Seller in connection with its review of the Final Report. (f) Following the expiration of the Collection Period, Buyer shall have no further obligations pursuant to this Section 5.12, except to remit to Seller any amounts received by Buyer which can be specifically identified as a payment on account of any Accounts Receivable will be promptly paid over or forwarded to Seller. (g) All amounts due to Seller or Buyer under this Section 5.12 that are not paid in accordance with the provisions hereof shall bear interest until paid at a rate per annum equal to the generally prevailing prime interest rate (as reported by The Wall Street Journal). The parties acknowledge and agree that Accounts Receivable collected by Buyer for Seller pursuant to this Section 5.12 shall not be subject to a right of offset for any claim by Buyer against Seller. (h) After the Closing, Seller, at its own expense, shall have the outstanding accounts payable right to access and/or audit the books, records and operating practices and procedures of the Seller as Business, upon reasonable notice to Buyer and during the normal business hours of the Effective Date. The Business, to confirm compliance by Buyer with the provisions of this Section 5.12. (i) Notwithstanding anything to the contrary in this Section 5.12, the parties acknowledge and agree that Buyer shall notnot assume, and shall not permit its employeesor in any way become liable for, officers, directors, independent contractors any liabilities or agents to, directly or indirectly, encourage any customer obligations of Seller not of any kind or nature with respect to the accounts payable. Buyer shall have no obligation to make payment on respecting any accounts receivable payable, if at such time, accounts payable exceed the amount of collected Net Receivables. If at any time or from time to time during the Collection Period the amount owing in respect of any accounts payable exceeds the amount of available collected Net Receivables, Buyer will promptly notify Seller or commit any action which could reasonably lead or cause any customer of such deficit and Seller shall thereafter pay to Buyer such difference within thirty (30) calendar days after the delivery to Seller of such notice. If Seller shall not pay the deficit to make such a payment and Buyer within the time period specified, Buyer shall otherwise cooperate with have the option in its sole discretion to pay such deficit, and Seller and its designees (and cause its personnel and accountants to cooperateshall thereafter reimburse Buyer immediately for such amount, including interest at the rate set forth in Section 5.12(h) in Seller’s collection effortsabove. (bj) Both parties agreeEffective upon the Closing Date and solely for purposes of facilitating Buyer’s compliance with this Section 5.12, as expeditiously as possibleSeller hereby irrevocably constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in the name of Buyer, or the name of Seller, on behalf of and for the benefit of Seller, to notify collect the Customers set forth Accounts Receivables, to endorse, without recourse, checks, notes and other instruments in the name of Seller, to pay the Accounts Payables and to do all such further acts and things in relation thereto as is contemplated by Section 5.12 hereof. Seller agrees that the foregoing powers are coupled with an interest and shall be irrevocable by Seller except as provided herein. Each Seller further authorizes Buyer and its officers, successors and assigns to receive and open all mail, telegrams, packages, electronic mail and other communications that are addressed to such Seller and that relate to the Business and/or any Purchased Asset, and to reply to and retain such communications. The preceding sentence constitutes full authorization to the postal authorities, express courier companies and other persons to make delivery of such communications directly to Buyer or to persons specified by Buyer. Seller confers this authority upon Buyer and its officers, successors and assigns on Exhibit 2.25the condition that Buyer shall promptly forward to Seller all such mail, of telegrams, electronic mail and other communications that do not relate solely to the sale of Business or the Purchased Assets, and to instruct such Customers that any monies due on invoices for service periods prior to the Effective Date shall be paid to Seller/Capital via the Capital lockbox mechanism, and all monies due on invoices for service periods subsequent to the Effective Date shall be paid to Buyer. The parties agree that in the event payments are received by either of the parties on accounts receivable from customers who are customers of both of the Buyer and Seller, and in the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, the party receiving such payment shall contact the Customer to ascertain how the payment is to be applied. In the event such inquiry is unsuccessful, then such payments shall be applied first to the oldest outstanding invoice(s). In the event that either party receives proceeds of accounts receivable which belong to the other party, such party will immediately remit such proceeds, in kind, to the other party; provided, however, that, in the case of monies being received by Buyer and due to Seller, such proceeds shall be remitted to the Capital lockbox.