Common use of Retained Accounts Receivable Clause in Contracts

Retained Accounts Receivable. Schedule 9.2 attached hereto and made a part hereof sets forth the name, address, amount owed and time outstanding through and including the date of this Agreement (the "Retained Accounts Receivable Schedule") with respect to certain Accounts Receivable of the Seller that are being retained by the Seller pursuant to the terms of this Agreement (the "Retained Accounts Receivable"). Subject to the below provisions of this Section 9.2, from and after the date of this Agreement, the Buyer shall, at its own expense, collect, on behalf of the Seller, the Retained Accounts Receivable in a manner consistent with the past business practices of the Seller, including, without limitation, referring same to outside collection services and counsel, but only with the prior written consent of the Seller. In the event that the Buyer receives any checks made payable to the order of the Seller, the Buyer shall deposit such checks on behalf of the Seller to an account or accounts designated by the Seller in writing from time to time (in any case, the "Account") within one (1) day of the Buyer's receipt thereof. Any amounts received by the Buyer from any person or entity identified on the Retained Accounts Receivable Schedule shall be applied to the oldest of the Retained Accounts Receivable with regard to such person or entity, notwithstanding any amounts due from such person or entity to the Buyer or pursuant to any Transferred Accounts Receivable, and regardless of whether such payment is made to or for the account of the Buyer or the Seller. The Buyer shall not (i) settle, negotiate or otherwise compromise any of the Retained Accounts Receivable without written authorization with respect thereto from the Seller, or (ii) suggest to or influence any account debtor of the Seller or offer any incentive to any account debtor of the Seller or otherwise take any action that would or does cause any such account debtor to fail to pay an amount due the Seller, or to pay an amount due the Buyer, including, without limitation, pursuant to any Transferred Account Receivable, in lieu thereof. In the event that the Buyer receives any monies on account of the Retained Accounts Receivable, such amounts shall be held in trust for the Seller by the Buyer in a segregated bank account maintained by the Buyer for such purpose. Promptly (but in no event beyond five (5) days) following receipt of such payment, the Buyer shall deposit same in the Account, or upon the written request of the Seller, deliver same to the Seller. Notwithstanding anything contained herein, the Seller shall have the right to collect the Retained Accounts Receivable. Any amount received by the Seller shall be applied to the Retained Accounts Receivable in accordance with the Seller's sole discretion, which shall be final, conclusive and binding.

Retained Accounts Receivable. Schedule 9.2 attached hereto and made a part hereof sets forth (a) The parties agree that the name, address, amount owed and time outstanding through and including the date of this Agreement Wesprint account receivable (the "Retained Accounts Receivable ScheduleWesprint Account") set forth on the Closing Balance Sheet shall be retained by OGC and not transferred to the Buyer. The retention of the Wesprint Account shall be excluded from the value of the Accounts set forth on the Closing Balance Sheet, which will reduce the Working Capital Adjustment and thus the Initial Cash Payment and the Total Purchase Price. OGC shall have the right to take such action as it deems necessary to collect the full amount on the Wesprint Account, provided that any collection efforts made by OGC shall not adversely affect the Company's continuing relationship (if any) with Wesprint. The Buyer shall provide reasonable cooperation to OGC in connection with OGC's collection efforts on the Wesprint Account. The Buyer agrees to provide a $50,000 line of credit to Wesprint, make arrangements with Wesprint for the weekly payment by Wesprint of amounts in excess of those otherwise payable by Wesprint on invoices provided by the Company and/or World Class after the Closing Date, and immediately forward to OGC any such excess amounts which will be applied to reduce the Wesprint Account. The Buyer shall also provide weekly payment reports with respect to certain Accounts Receivable the Wesprint Account and prompt notification of any failure by Wesprint to make payments on the Wesprint Account or otherwise. (b) The parties agree that accounts receivable from Davi▇-▇▇▇ndard, Mesa Fibres, Respire, Sierra Converting, Trico Converting and Dove Medical outstanding as of the Seller that are being retained by Closing Date (together with the Seller pursuant to the terms of this Agreement (Wesprint Account, the "Retained Accounts ReceivableAccounts"). Subject ) shall be retained by OGC and not transferred to the below provisions Buyer. The value of this Section 9.2such Retained Accounts shall be excluded from the value of the Accounts set forth on the Closing Balance Sheet, from which will reduce the Working Capital Adjustment and after thus the date of this AgreementInitial Cash Payment and the Total Purchase Price. OGC shall have the right to take such action as it deems necessary to collect the full amount on the Retained Accounts, and the Buyer shall, at its own expense, collect, on behalf of the Seller, the Retained Accounts Receivable in a manner consistent with the past business practices of the Seller, including, without limitation, referring same agrees to outside collection services and counsel, but only with the prior written consent of the Seller. In the event that the Buyer receives immediately forward to OGC any checks made payable to the order of the Seller, the Buyer shall deposit such checks on behalf of the Seller to an account or accounts designated by the Seller in writing from time to time (in any case, the "Account") within one (1) day of the Buyer's receipt thereof. Any amounts received by the Buyer from any person or entity identified on the Retained Accounts Receivable Schedule shall be applied to the oldest of the Retained Accounts Receivable with regard to such person or entity, notwithstanding any amounts due from such person or entity to the Buyer or pursuant to any Transferred Accounts Receivable, and regardless of whether such payment is made to or for the account of the Buyer or the Seller. The Buyer shall not (i) settle, negotiate or otherwise compromise any of the Retained Accounts Receivable without written authorization with respect thereto from the Seller, or (ii) suggest to or influence any account debtor of the Seller or offer any incentive to any account debtor of the Seller or otherwise take any action that would or does cause any such account debtor to fail to pay an amount due the Seller, or to pay an amount due the Buyer, including, without limitation, pursuant to any Transferred Account Receivable, in lieu thereof. In the event that the Buyer receives any monies on account of the Retained Accounts Receivable, such amounts shall be held in trust for the Seller by the Buyer in a segregated bank account maintained by the Buyer for such purpose. Promptly (but in no event beyond five (5) days) following receipt of such payment, the Buyer shall deposit same in the Account, or upon the written request of the Seller, deliver same to the Seller. Notwithstanding anything contained herein, the Seller shall have the right to collect the Retained Accounts Receivable. Any amount received by the Seller shall be applied relating to the Retained Accounts Receivable in accordance with the Seller's sole discretion, which shall be final, conclusive and bindingAccounts.