Common use of Collections and Payments Clause in Contracts

Collections and Payments. (i) From and after the Closing Date, the Seller hereby constitutes and appoints Airgas, its successors and assigns, the true and lawful attorneys of the Seller with full power of substitution, in the name of the Seller or otherwise, and on behalf of and for the benefit of Airgas, to demand and receive from time to time any and all Accounts Receivable, to give receipts, releases or acquittances for or in respect of the same or any part thereof; to collect, for the account of Airgas, all Accounts Receivable transferred to Airgas as provided herein, and to endorse with the name of the Seller any check received on account of any Accounts Receivable transferred to Airgas; from time to time to institute and prosecute in the name of the Seller or otherwise any and all proceedings at law, in equity or otherwise, which Airgas, its successors and assigns, may deem proper to collect, assert or enforce any claim, right, title, debt or account hereby assigned or transferred with respect to the Accounts Receivable; and to take any action necessary to effect the transfer to Airgas of full legal title in and beneficial ownership of any of the Accounts Receivable. The Seller declares that the foregoing powers are coupled with an interest and shall not be revocable by it except as set forth in Section 7.9(a)(ii). (ii) Airgas shall exercise at least the level of care and diligence with respect to the collection of the Accounts Receivable as Airgas exercises with respect to its own receivables. Any amounts received by Airgas or NWS from any customer for whom Accounts Receivable have been transferred to Airgas in connection with the transactions contemplated by this Agreement shall be applied first to the oldest outstanding invoice for such customer. Airgas shall have the right to require, by written notice delivered to the Seller no later than 85 days following the Closing Date, that the Seller pay to Airgas on the 90th day following the Closing Date the amount of any outstanding Accounts Receivable specified in such notice that have not been collected by Airgas as of such date, minus $300,000. Upon payment of such amount by the Seller, Airgas shall transfer to the Seller all of Airgas' right, title and interest in and to any such remaining outstanding Accounts Receivable (including any security or collateral associated therewith) and shall thereafter use commercially reasonable efforts to cooperate with the Seller in connection with the collection of such Accounts Receivable. Simultaneously with the consummation of such transfer, the Seller shall be deemed to have