Common use of Certain Accounts Receivable Clause in Contracts

Certain Accounts Receivable. With respect to all accounts receivable of the Acquired Companies that arise prior to the Closing (whether or not recorded on the books of the Acquired Companies) but that remain uncollected as of the Closing (collectively, the "UNCOLLECTED RECEIVABLES"), Buyers shall use their respective Best Efforts, and shall cause the Acquired Companies to use their respective Best Efforts, to collect all such Uncollected Receivables following the Closing. All amounts collected by Buyers from any Person from whom any Uncollected Receivables are due shall be applied to the account of such Person on a first-in/first-out basis, such that amounts collected from such Person will be applied first to all Uncollected Receivables due from such Person and then to any accounts receivable due from such Person that arise after the Closing only after all Uncollected Receivables due from such Person have been paid in full. Within five Business Days after delivery by Buyers of a written statement to Sellers listing all Uncollected Receivables that, despite the Best Efforts of Buyers and the Acquired Companies to collect them, remained outstanding and uncollected ninety days after the Closing Date, including the amounts thereof, Sellers shall pay to Buyers, by wire transfer of immediately available funds to an account designated by Buyers in such written statement, the full amount of all such Uncollected Receivables that remained outstanding as of the ninetieth day after the Closing Date, as set forth in such written statement, less the amount of the reserve in respect of accounts receivable reflected on the Interim Balance Sheet. Thereafter, Buyers shall continue to use their respective Best Efforts, and shall cause the Acquired Companies to continue to use their respective Best Efforts, to collect all such Uncollected Receivables until the expiration of the applicable statute of limitations for such Uncollected Receivables, and Buyers shall pay to Sellers all amounts collected after the ninetieth day after the Closing Date in respect thereof promptly after receipt of such amounts. The provisions of this Section 6.5 shall be Buyers' sole remedy with respect all Uncollected Receivables, and the provisions of Article 10 shall not apply with respect to the Uncollected Receivables; provided, however, that the provisions of Article 10 shall be applicable to any Breach of the provisions of this Section 6.5.

Certain Accounts Receivable. With (a) Upon the execution of the Transition Services Agreement, Purchaser shall, or shall cause its appropriate Affiliates to, use reasonable good faith efforts to collect, and cooperate with the Seller in collection of, the Seller’s accounts receivable with respect to all accounts receivable of the Acquired Companies that arise telecommunications services provided with respect to the AGN Agreement invoiced by the Seller for periods prior to the Closing effective date of the Transition Services Agreement. Purchaser shall promptly provide to Seller notice of and information related to cash received by Purchaser related to accounts receivable that properly belong to Seller, and Purchaser shall promptly remit to Seller all amounts Purchaser receives that are properly attributable to such accounts receivable owing to the Seller without any deduction. (b) In no event shall Purchaser (i) have any liability with respect to failure to collect on such accounts receivable and (ii) be obligated to continue these accounts receivable collection efforts beyond six (6) months following the effective date of the Transition Services Agreement (or if earlier, beyond the agreed date for the reconciliation described below). Upon the execution of this Agreement, the Seller and the Purchaser shall endeavor to review and identify the AGN Customers (as defined in Exhibit F) receivables balances. For the period after the effective date of the Transition Services Agreement during which Purchaser is making collection efforts for Seller, for purposes of determining whether any particular payment (or portion of payment) received by Purchaser from an AGN Customer is attributable to Seller’s accounts receivable, the following shall apply: If the AGN Customer indicates a specific invoice (whether Purchaser’s or not recorded on Seller’s) to which the books of the Acquired Companies) but that remain uncollected as of the Closing (collectivelypayment should be applied, the "UNCOLLECTED RECEIVABLES"), Buyers shall use their respective Best Efforts, and shall cause the Acquired Companies to use their respective Best Efforts, to collect all such Uncollected Receivables following the Closing. All amounts collected by Buyers from any Person from whom any Uncollected Receivables are due then it shall be applied to such invoice. Absent any AGN Customer direction, Purchaser shall apply the account of such Person on a first-in/first-out basis, such that amounts collected from such Person will be applied payment first to all Uncollected Receivables due from such Person and then to any accounts receivable due from such Person the oldest unpaid invoice outstanding for that arise after the Closing only after all Uncollected Receivables due from such Person have been paid in full. Within five Business Days after delivery by Buyers of a written statement to Sellers listing all Uncollected Receivables that, despite the Best Efforts of Buyers and the Acquired Companies to collect them, remained outstanding and uncollected ninety days after the Closing Date, including the amounts thereof, Sellers shall pay to Buyers, by wire transfer of immediately available funds to an account designated by Buyers in such written statement, the full amount of all such Uncollected Receivables that remained outstanding as of the ninetieth day after the Closing Date, as set forth in such written statement, less the amount of the reserve in respect of accounts receivable reflected on the Interim Balance Sheet. Thereafter, Buyers shall continue to use their respective Best Efforts, and shall cause the Acquired Companies to continue to use their respective Best Efforts, to collect all such Uncollected Receivables until the expiration of the applicable statute of limitations for such Uncollected Receivables, and Buyers shall pay to Sellers all amounts collected after the ninetieth day after the Closing Date in respect thereof promptly after receipt of such amounts. The provisions of this Section 6.5 shall be Buyers' sole remedy with respect all Uncollected Receivables, and the provisions of Article 10 shall not apply with respect to the Uncollected ReceivablesAGN Customer; provided, however, that no payments will be applied to charges that are subject to an unresolved dispute by the provisions AGN Customer. The parties shall, upon request, share information regarding unresolved disputes. (c) During the sixty (60) day period prior to the date the parties estimate the effective date of Article 10 the Transition Services Agreement will occur, the parties shall work together in good faith and endeavor to take commercially reasonable actions to review and resolve past due accounts receivable of AGN Customers. Any past due accounts receivable of AGN Customers that both Purchaser and Seller mutually agree in writing should be borne by Purchaser, shall be applicable paid by Purchaser to any Breach of the provisions of this Section 6.5Seller within thirty (30) days after such agreement is reached.