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 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) 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, such payments shall be applied in accordance with the customer's instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondence, then such payments shall be applied first to the newest 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.

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 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 Seller shall not, and shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Buyer not to make payment on any accounts receivable of Buyer or commit any action which could reasonably lead or cause any customer not to make such a payment and the Seller shall otherwise cooperate with Buyer and its designees (and cause its personnel and accountants to cooperate) in Buyer's collection efforts. 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) . 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, such payments shall be applied in accordance with the customer's instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondencecorrespondence (an "Unallocated Payment"), then such payments Unallocated Payment shall be applied first to the newest oldest outstanding invoice(s). In the event that for any particular customer who has remitted to either party an Unallocated Payment, the oldest outstanding invoice is one that has been written off by either party (a "Written-Off Invoice"), then such Unallocated Payment will not be applied to such Written-Off Invoice, but shall be applied to the next oldest outstanding invoice. Each party agrees that in the event it receives an Unallocated Payment, then it shall promptly notify the other party and provide to such other party, and to Seller's lender, Capital Temp Funds, Inc., a copy of the remittance and any accompanying documentation or correspondence. 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.

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 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 Seller shall not, and shall not permit his employees, independent contractors or agents to, directly or indirectly, encourage any customer of Buyer not to make payment on any accounts receivable of Buyer or commit any action which could reasonably lead or cause any customer not to make such a payment and the Seller shall otherwise cooperate with Buyer and its designees (and cause its personnel and accountants to cooperate) in Buyer’s collection efforts. 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 collection efforts. (b) . 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, such payments shall be applied in accordance with the customer's ’s instruction. In the event that the customer has not provided instructions on the face of the remittance or any accompanying documentation or correspondencecorrespondence (an “Unallocated Payment”), then such payments Unallocated Payment shall be applied first to the newest oldest outstanding invoice(s). In the event that for any particular customer who has remitted to either party an Unallocated Payment, the oldest outstanding invoice is one that has been written off by either party (a “Written-Off Invoice”), then such Unallocated Payment will not be applied to such Written-Off Invoice, but shall be applied to the next oldest outstanding invoice. Each party agrees that in the event it receives an Unallocated Payment, then it shall promptly notify the other party and provide to such other party, and to Seller’s lender, Capital Temp Funds, Inc., a copy of the remittance and any accompanying documentation or correspondence. 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.

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 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 as instructed by 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, such payments shall be applied and in accordance with the customer's instruction. 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 newest 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. Without limiting the generality of the foregoing, Seller agrees to immediately fully reimburse Buyer for any sums received and applied by Capital pursuant to paragraph 1 of the letter agreement among Capital, Buyer and Seller attached hereto as Exhibit “E,” in the event that such sums should have been deposited into Account 2 as defined in Exhibit “E.”