Common use of Accounts Receivable Collection Clause in Contracts

Accounts Receivable Collection. On the Closing Date or ------------------------------ as soon thereafter as practicable, the Buyer shall send a letter from the Buyer, and to the extent commercially reasonable and reasonably acceptable to the Seller, to each of the obligors on the accounts receivable and other receivables included in the Purchased Assets (the "Purchased Receivables") informing each such obligor of the transfer of the Pet Business contemplated hereby and instructing them to remit all payments and other items in respect of the Purchased Receivables and all future accounts receivable of the Pet Business as directed in such letter. If the Buyer receives any payment with respect to any accounts receivable not included in the Purchased Assets (or, to the extent included in the Purchased Assets, if the Buyer receives any payment with respect to any accounts receivable in excess of the amount of accounts receivable (net of reserves therefor) set forth on the Final Statement of Working Capital), the Buyer shall reasonably promptly deliver such payment to the Seller; provided, -------- that the Buyer shall not be required to deliver any such payment to the Seller ---- more frequently than once per week. If the Seller or any of its Subsidiaries receives any payment with respect to any of the Purchased Receivables or any accounts receivable or other receivable for Products sold or services rendered after the Closing Date and included in the Purchased Assets, the Seller shall reasonably promptly deliver such payment to the Buyer; provided, that the Seller -------- ---- shall not be required to deliver any such payment to the Buyer more frequently than once per week. For each of the Purchased Receivables, any amounts received by Seller from the account customer shall be applied first to reduce the Purchased Receivables and then to the other amounts owed by such customer, except for amounts of any receivables as to which the account customer is disputing.

Accounts Receivable Collection. On the Closing Date or ------------------------------ as soon thereafter as practicable, the Buyer The Assets which are being sold hereunder shall send a letter from the Buyer, and to the extent commercially reasonable and reasonably acceptable to the Seller, to each of the obligors on the accounts receivable and other receivables included in the Purchased Assets (the "Purchased Receivables") informing each such obligor of the transfer of the Pet Business contemplated hereby and instructing them to remit include all payments and other items in respect of the Purchased Receivables and all future accounts receivable of the Pet Business Company as directed reflected on the Company's books as of the Closing Date. In connection with the sale of the accounts receivable, the Company agrees to execute such instruments of transfer, conveyance and assignment as may be reasonably requested by Buyer to give effect to such sale. (i) Buyer agrees to use its best efforts to collect such accounts receivable as are sold hereunder by the Company. This shall include, but not be limited to, at least one (1) written contact by mail or wire during each thirty (30) day period for each account debtor who is in default of its agreed terms of payment. With respect to (ii) With respect to those accounts receivable, if any, which are secured as of the Closing Date, Buyer shall take such lettersteps as are necessary to maintain the security. If the Buyer receives any payment In addition, with respect to any those accounts receivable which are not included in secured on the Purchased Assets date of Closing, Buyer may use reasonable efforts to obtain security. (or, to iii) Buyer shall not release any account debtor or compromise any account receivable for less than the extent included in amount shown on the Purchased Assets, if Company's books as of the Closing Date unless Buyer receives any payment with respect the written consent of the Company to any release and\or compromise the account, which consent shall not be unreasonably withheld. (iv) If, after a period of one hundred twenty (120) days from the date of the Closing, Buyer has been unable to collect the accounts receivable, then in that event the Company agrees to repurchase the accounts receivable in excess for one hundred percent (100%) of the amount which has been uncollected, net of any reserve for bad debts in the Closing Date Financial Statements. In connection with such a repurchase by the Company, Buyer agrees to execute such documents as are necessary to properly transfer and assign the accounts receivable (net of reserves therefor) set forth on to the Final Statement of Working Capital)Company so that the Company may pursue collection efforts. Thereafter, at no expense to the Company, Buyer shall reasonably make reasonable efforts to assist the Company in the collection of such accounts and continue to collect any of the repurchased accounts receivable for the Company's account that are deposited into Buyer's lockbox and promptly deliver such payment collections to Company. (v) With respect to each account receivable which is being sold by the Company hereunder, Buyer shall provide the Company with a written status report at the end of each month. In addition, Buyer agrees to cooperate with the Company and orally respond to reasonable requests from the Company as to the Seller; provided, -------- that the Buyer shall not be required to deliver any such payment to the Seller ---- more frequently than once per week. If the Seller or any of its Subsidiaries receives any payment with respect to any of the Purchased Receivables or any accounts receivable or other receivable for Products sold or services rendered after the Closing Date and included in the Purchased Assets, the Seller shall reasonably promptly deliver such payment to the Buyer; provided, that the Seller -------- ---- shall not be required to deliver any such payment to the Buyer more frequently than once per week. For each of the Purchased Receivables, any amounts received by Seller from the account customer shall be applied first to reduce the Purchased Receivables and then to the other amounts owed by such customer, except for amounts status of any receivables as to which the account customer is disputingaccount.

Accounts Receivable Collection. (a) On the date hereof, the Company shall deliver to the Buyer an accounts receivable schedule, certified by the Company’s Chief Executive Officer or Chief Financial Officer (the “A/R Schedule”), which sets forth (i) all billed and outstanding accounts receivable of the Company as of the date hereof (including the payor, the total amount thereof and the date such account receivable arose) (each an “Existing Account Receivable”), (ii) a list of each customer for which the Company has generated Earned Revenue but due to the Company’s standard billing practices, as of immediately prior to the Closing Date the Company had not yet billed (identifying the expected total amount to be billed to such customer for the services being provided by the Company of which the Earned Revenue comprises a portion) (each an “Expected Account Receivable”) and (iii) for each Existing Account Receivable and Expected Account Receivable the amount that is attributable to Earned Revenue (for each, such amount attributable to Earned Revenue, the “A/R Earned Revenue”). For purposes of determining any amounts in this Section 1.7, the Closing shall be deemed to have occurred at 11:59 p.m. eastern standard time on the date hereof. (b) Not later than thirty (30) days after the date hereof, Buyer shall deliver to the Member Representative its calculation of the A/R Schedule. During the fifteen (15) day period following the Member Representative’s receipt of Buyer’s calculation of the A/R Schedule, Buyer shall provide to the Member Representative and her advisors such information as the Member Representative may reasonably request regarding such calculation. The A/R Schedule shall become final and binding upon the parties on the fifteenth (15th) day following Buyer’s delivery thereof, unless the Member Representative gives written notice of its disagreement with the A/R Schedule (an “A/R Contention Notice ”) to Buyer prior to such date. Any A/R Contention Notice shall specify in reasonable detail the nature of any disagreement so asserted. If an A/R Contention Notice is received by Buyer in a timely manner, then the A/R Schedule (as revised in accordance with clause (I) or ------------------------------ (II) below) shall become final and binding upon Buyer and the Company Members on the earlier of (I) the date Buyer and the Member Representative resolve in writing any differences they have with respect to the matters specified in the A/R Contention Notice or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm pursuant to Section 1.7(c) below. (c) During the fifteen (15) day period following the delivery of an A/R Contention Notice, Buyer and the Member Representative shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the A/R Contention Notice. At the end of such fifteen (15) day period, Buyer and the Member Representative shall submit to the Accounting Firm (or if one has not been selected pursuant to Section 1.6, to an independent public accounting firm with experience in resolving transaction accounting disputes selected by the Buyer and the Member Representative) for review and resolution any and all matters that remain in dispute and that were included in the A/R Contention Notice. The Accounting Firm shall have a period of fifteen (15) days to review and resolve any and all matters submitted to it. The Buyer, the Company and the Member Representative agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the Parties incurred in enforcing the determination of the Accounting Firm pursuant to this Section 1.7(c) shall be borne by the Buyer or the Member Representative, on behalf of each Company Member, in inverse proportion as soon thereafter as practicablethey may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The procedures set forth in this Section 1.7 shall be the sole and exclusive remedy of Buyer and the Company Members for any disagreements arising out of this Section 1.7. (d) During the period beginning on the date hereof and ending at the close of business on the one hundred and twentieth (120th) day thereafter, the Surviving LLC shall use its Reasonable Best Efforts to collect all Existing Accounts Receivable and Expected Accounts Receivable. On the one hundred and twenty fifth (125th) day after the date hereof, the Buyer shall send a letter from the Buyer, and pay to the extent commercially reasonable Member Representative, on behalf of each Company Member, by wire transfer of immediately available funds, the aggregate of the following amounts, if any: (i) with respect to each Existing Account Receivable and reasonably acceptable Expected Account Receivable listed on the A/R Schedule for which the Buyer or its Affiliate actually receives payment in full in cash prior to the Sellerclose of business on the one hundred and twentieth (120th) day following the date hereof, the A/R Earned Revenue for such Existing Account Receivable or Expected Account Receivable; and (ii) with respect to each Existing Account Receivable and Expected Account Receivable listed on the A/R Schedule for which the Buyer or its Affiliate actually receives partial payment in cash prior to the close of business on the one hundred and twentieth (120th) day following the date hereof, an amount equal to the A/R Earned Revenue for such Existing Account Receivable or Expected Account Receivable multiplied by the percentage calculated by dividing (x) the amount of the obligors payment received by the Buyer in cash by (y) the total amount of either the Existing Account Receivable or Expected Account Receivable, as applicable, as set forth on the A/R Schedule. For purposes of this Section 1.7(d), any cash payments received by the Buyer or its Affiliates from any customer of the Company prior to the close of business on the one hundred and twentieth (120th) day following the date hereof shall be applied to the Existing Accounts Receivable or Expected Accounts Receivable, as applicable, of such customer in the order in which such receivables arose such that cash shall be applied to the oldest receivable first and the newest receivable last. (e) The Buyer shall provide a written report to the Member Representative on the thirtieth (30th), sixtieth (60th), ninetieth (90th) and one hundred and twenty fifth (125th) days after the date hereof, each prepared in good faith, setting forth the accounts receivable that have been collected and other receivables included in that remain uncollected as of such dates (collectively, the Purchased Assets (“A/R Reports”), and shall provide the "Purchased Receivables") informing each such obligor Member Representative with reasonable access to all books and records of the transfer Company, the Buyer and Surviving LLC as are requested by the Member Representative in connection with the verification of the Pet Business contemplated hereby and instructing them contents of such reports, the use by the Surviving LLC of its Reasonable Best Efforts to remit collect all payments and other items in respect of the Purchased Receivables and all future accounts receivable of on the Pet Business as directed A/R Schedule and related matters. The Buyer covenants and agrees that the A/R Reports shall be true and correct in such letterall material respects. If The Buyer shall, or shall cause the Surviving LLC to, invoice each customer for amounts constituting Expected Accounts Receivable no later than February 2, 2010. (f) The Buyer receives shall have no obligation to make any payment payments to the Company Members with respect to any accounts receivable not included in of the Purchased Assets (or, Company that existed immediately prior to the extent included in date hereof (whether or not listed on the Purchased Assets, if A/R Schedule ) the payment for which is collected by the Buyer receives after the close of business on the one hundred and twentieth (120th) day after the date hereof. (g) No Company Member shall have any claim with respect to or other right of action or recourse against either the Buyer or the Surviving LLC for payment of any amounts owing to such Company Member pursuant to the terms of Section 1.7(d) and neither the Buyer nor the Surviving LLC shall have any liability to any Company Member with respect to any accounts receivable such amounts, in excess of the amount of accounts receivable (net of reserves therefor) set forth on the Final Statement of Working Capital), the Buyer shall reasonably promptly deliver such payment each case to the Seller; provided, -------- extent that the Buyer shall not be required to deliver any has properly distributed such payment amounts to the Seller ---- more frequently than once per week. If Member Representative in accordance with the Seller terms of Section 1.7(d). (h) Notwithstanding the foregoing, nothing contained in this Section 1.7 shall affect the right of either the Buyer or any the Company Members to seek indemnification under Article V for breaches of its Subsidiaries receives any payment with respect to any of the Purchased Receivables or any accounts receivable or other receivable for Products sold or services rendered after the Closing Date representations and included in the Purchased Assets, the Seller shall reasonably promptly deliver such payment warranties related to the Buyersubject matter hereof; provided, provided that in no event shall the Seller -------- ---- shall not be required to deliver any Damages for which such payment to indemnification is sought by either the Buyer more frequently than once per week. For each of or the Purchased Receivables, any Company Members include amounts received by Seller from the account customer shall be applied first otherwise recovered or realized such party pursuant to reduce the Purchased Receivables and then to the other amounts owed by such customer, except for amounts of any receivables as to which the account customer is disputingthis Section 1.7.

Accounts Receivable Collection. On the Closing Date or ------------------------------ as soon thereafter as practicable, the Buyer The Assets which are being sold hereunder shall send a letter from the Buyer, and to the extent commercially reasonable and reasonably acceptable to the Seller, to each of the obligors on the accounts receivable and other receivables included in the Purchased Assets (the "Purchased Receivables") informing each such obligor of the transfer of the Pet Business contemplated hereby and instructing them to remit include all payments and other items in respect of the Purchased Receivables and all future accounts receivable of the Pet Business Company as directed reflected on the Company's books as of the Closing Date. In connection with the sale of the accounts receivable, the Company agrees to execute such instruments of transfer, conveyance and assignment as may be reasonably requested by Buyer to give effect to such sale. (i) Buyer agrees to use its best efforts to collect such accounts receivable as are sold hereunder by the Company. This shall include, but not be limited to, at least one (1) written contact by mail or wire during each thirty (30) day period for each account debtor who is in default of its agreed terms of payment. With respect to those accounts which are over thirty (30) days in default, Buyer shall contact each such letteraccount debtor at least once by mail or wire and once by phone during each thirty (30) day period. If With respect to each account receivable which is sold to Buyer by the Company hereunder, Buyer receives any payment agrees to apply all payments received by it from the account debtor following the Closing Date to the account receivable which is being sold herein unless the account debtor is disputing the account or the product or service sold to the account debtor which gave rise to the account. (ii) With respect to those accounts receivable, if any, which are secured as of the Closing Date, Buyer shall take such steps as are necessary to maintain the security. In addition, with respect to any those accounts receivable which are 50 not included in secured on the Purchased Assets date of Closing, Buyer may use reasonable efforts to obtain security. (or, to iii) Buyer shall not release any account debtor or compromise any account receivable for less than the extent included in amount shown on the Purchased Assets, if Company's books as of the Closing Date unless Buyer receives any payment with respect the written consent of the Company to any release and\or compromise the account, which consent shall not be unreasonably withheld. (iv) If, after a period of ninety (90) days from the date of the Closing, Buyer has been unable to collect the accounts receivable, then in that event the Company agrees to repurchase the accounts receivable in excess for one hundred percent (100%) of the amount of accounts receivable (net of reserves therefor) set forth on the Final Statement of Working Capital)which has been uncollected, the Buyer shall reasonably promptly deliver such payment to be made by way of a redelivery of Centrum Common Stock from those shares held by the Seller; providedEscrow Agent pursuant to the Stock Pledge and Escrow Agreement. In connection with such a repurchase by the Company, -------- Buyer agrees to execute such documents as are necessary to properly transfer and assign the accounts receivable to the Company so that the Company may pursue collection efforts. (v) With respect to each account receivable which is being sold by the Company hereunder, Buyer shall not be required provide the Company with a written status report at the end of each month. In addition, Buyer agrees to deliver any such payment cooperate with the Company and orally respond to reasonable requests from the Company as to the Seller ---- more frequently than once per week. If the Seller or any of its Subsidiaries receives any payment with respect to any of the Purchased Receivables or any accounts receivable or other receivable for Products sold or services rendered after the Closing Date and included in the Purchased Assets, the Seller shall reasonably promptly deliver such payment to the Buyer; provided, that the Seller -------- ---- shall not be required to deliver any such payment to the Buyer more frequently than once per week. For each of the Purchased Receivables, any amounts received by Seller from the account customer shall be applied first to reduce the Purchased Receivables and then to the other amounts owed by such customer, except for amounts status of any receivables as to which the account customer is disputingaccount.