Acquired Accounts Receivable. With respect to Accounts Receivable, all Accounts Receivable payments collected after the Closing Date (other than Excluded Account Receivable) with respect to any particular customer will be applied toward any Acquired Accounts Receivable of such particular customer included in the Purchased Assets before being applied to any Accounts Receivable of such particular Customer related to sales made after the Closing Date for the applicable account debtor-customer, unless there is a particular factual reason not to do so (e.g., a dispute with the Customer about the applicable Acquired Accounts Receivable). The collection costs and expenses incurred by Buyer in connection with such Acquired Accounts Receivable uncollected one hundred fifty (150) days after the Closing (each an “Uncollectible Accounts Receivable”), plus the amount owed under such Uncollectible Accounts Receivable, shall be considered part of the Damages incurred for purposes of Seller’s and Shareholder’s indemnification obligations under Article VII. To the extent that Seller and Shareholder indemnifies Buyer for any Uncollectible Accounts Receivable, Buyer shall take all reasonable actions to vest in Seller the right to pursue collection of such Uncollectible Accounts Receivable in accordance with Seller’s past practices in the Ordinary Course of Business; provided, however, Seller may not engage a collection agency, bring suit, harass or otherwise take other similar or extreme measures to collect such Uncollectible Accounts Receivable from parties continuing to conduct business with Buyer after the Closing Date.
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Acquired Accounts Receivable. With respect to Accounts Receivable, all Accounts Receivable payments collected after Seller shall reimburse Purchaser for the Closing Date (other than Excluded Account Receivable) with respect to any particular customer will be applied toward full amount of any Acquired Accounts Receivable of such particular customer included in the Purchased Assets before being applied to any Accounts Receivable of such particular Customer related to sales made after the Closing Date for the applicable account debtor-customer, unless there is a particular factual reason which have not to do so (e.g., a dispute with the Customer about the applicable Acquired Accounts Receivable). The collection costs and expenses incurred been collected by Buyer in connection with such Acquired Accounts Receivable uncollected Purchaser within one hundred fifty eighty (150180) days after the Closing Date. Purchaser agrees to attempt in good faith to collect all Acquired Accounts Receivable during the one hundred eighty (each 180) day period after Closing in a manner consistent with its collection of accounts receivable for other business operations of Purchaser and in any event in a manner that is commercial reasonable. Notwithstanding the foregoing, Purchaser shall not be expected to use any methods of collection that could reasonably be expected to adversely affect Purchaser's business relationships. All payments received by Purchaser with respect to an “Uncollectible account debtor to which any of the Acquired Accounts Receivable”)Receivable relate by Purchaser shall be applied to the oldest dated outstanding invoice. At the expiration of the one hundred eighty (180) day period, plus Purchaser shall provide accounting records and other documentation reasonably requested by Seller of that portion of the amount owed under such Uncollectible Acquired Accounts Receivable that Purchaser was unable to collect, if any. Within ninety (90) days after its receipt of Purchaser's records reflecting the uncollected Acquired Accounts Receivable, Seller shall be considered part of pay Purchaser the Damages incurred for purposes of Seller’s and Shareholder’s indemnification obligations under Article VII. To the extent that Seller and Shareholder indemnifies Buyer for any Uncollectible Accounts Receivable, Buyer shall take all reasonable actions to vest in Seller the right to pursue collection full amount of such Uncollectible unpaid Acquired Accounts Receivable in accordance with Seller’s past practices in cash. Seller shall not be entitled to offset any amount paid to Purchaser hereunder and the Ordinary Course indemnity provisions of Business; provided, however, Article IX shall not apply to any payment made by Seller may not engage a collection agency, bring suit, harass or otherwise take other similar or extreme measures to collect such Uncollectible Accounts Receivable from parties continuing Purchaser pursuant to conduct business with Buyer after the Closing Datethis Section 3.3.
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