Uncollected Accounts Receivable Sample Clauses

Uncollected Accounts Receivable. Any accounts receivable of the Company resulting from sales for a given calendar year which are not collected by March 31 of the immediately following calendar year shall be deemed uncollectible for purposes of calculating the Earn-Out Amount to be paid to ▇▇▇▇▇▇▇▇ for the just completed calendar year; provided, however, that any account receivable deemed uncollectible in accordance with the above for a given calendar year which is subsequently collected shall increase the Net Revenues in the year of collection to the extent the Net Revenues were previously reduced as a result of it previously being deemed uncollectible. Additionally, for calendar year 2006, to the extent ▇▇▇▇▇▇▇▇ has not already been paid the maximum Earn-Out Amount, he shall receive an additional payment whereby Net Revenues for calendar year 2006 will include any accounts receivable of 2006 deemed uncollectible in accordance with the above which are collected during the period from April 1, 2007 through June 30, 2007.

Uncollected Accounts Receivable. (a) From and after the ------------------------------- Closing Date and until December 31, 1997, Purchaser and, if applicable, the Purchasing Subsidiaries, shall use commercially reasonable efforts to collect all of the Accounts Receivable as and when they become due, consistent with their respective practices and procedures used in collecting their respective other accounts receivable. Purchaser, and if applicable, the Purchasing Subsidiaries, shall promptly apply all amounts collected from the obligor under any particular Account Receivable to the Account Receivable designated by such obligor in connection with such payment or, if no such designation is made, to the Account Receivable that shall have been due and payable for the longest period of time. (b) As promptly as practicable after December 31, 1997, Purchaser shall provide Seller with a list of Accounts Receivable that, as of such date, remain uncollected, specifying therefrom those, if any, that Purchaser desires to re-Transfer to Seller pursuant to this Section 6.8 (the "Uncollected Accounts Receivable"). Within five business days after Seller receives such list (i) Seller shall pay to Purchaser (on behalf of itself and, if applicable, as agent for the Assigning Subsidiaries) an amount in cash equal to 50% of the outstanding balance of the Uncollected Accounts Receivable as of December 31, 1997, together with accrued interest thereon at the rate of five percent (5%) per annum, computed with respect to the period from and including the Closing Date to (but excluding) the date on which such amount is paid, and (ii) Purchaser and, as applicable, the Purchasing Subsidiaries, shall Transfer to Seller and/or one or more Assigning Subsidiaries designated by Seller, pursuant to instruments of transfer executed by Purchaser or, as applicable, a Purchasing Subsidiary, and in form and substance reasonably acceptable to Seller, the Uncollected Accounts Receivable, free and clear of all Liens. (c) Following any re-Transfer of Uncollected Accounts Receivable pursuant to Section 6.8(b), (i) Seller and, if applicable, the Assigning Subsidiaries shall use commercially reasonable efforts to collect the Uncollected Accounts Receivable (provided that such collection efforts will be no more aggressive than those used by Seller or the Assigning Subsidiaries in collecting accounts receivable from their customers), and Purchaser shall, and, if applicable, shall cause the Purchasing Subsidiaries to, provide Seller with...

Uncollected Accounts Receivable. Within five Business Days following the termination of the 120-day period following the Closing Date, Shareholder shall deliver to Purchaser an amount in cash equal to the percentage set forth on Schedule 5(a) hereto of the aggregate amount of the face value of the Accounts Receivable that were included in the Final Closing Date Balance Sheet but which were not collected by the Practice as of the end of such 120-day period (such amount being referred to herein as the “Uncollected Amount”). Purchaser shall convey to Shareholder all right, title and interest of Purchaser in and to the Accounts Receivable underlying the Uncollected Amount or the proportionate amount set forth on Schedule 5(a) hereto relative to other Shareholders. Purchaser shall provide Shareholder with reasonable access to the books and records of the Practice which are relevant to the collection of the Accounts Receivable in order to permit Shareholder to verify the amount of the Accounts Receivable that has been collected by the Practice.

Uncollected Accounts Receivable. To the extent Buyer makes a claim pursuant to Section 10.2(a) as a result of a breach of the representation and warranty in Section 5.6(c), and the amount of Buyer’s Losses as a result thereof is either applied to the Deductible or paid by the Sellers, then Buyer will, upon demand, transfer to the Representative (for the benefit of Sellers and at no cost to Sellers) for collection any uncollected account receivable that was the basis for such claim by Buyer and if Buyer or Enginetics collects upon such previously uncollected account receivable, it shall promptly pay over the proceeds thereof to the Representative (net of any costs of collection).

Uncollected Accounts Receivable. 29 6.9. Repurchases under Financing Documents.................. 30 6.10. Press Releases......................................... 31

Uncollected Accounts Receivable. Within 135 days after the Effective Date, CNCO shall have the right to (i) notify the Company in writing (the "Receivables Notice") of the dollar amounts of the accounts receivable of the Business existing on the Effective Date that have not been collected by CNCO by the date of such notice and which are more than 120 days past due as of the date of such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to the Company 100% of the then-outstanding Greater than 120-Day Receivables. If so assigned, the Company shall purchase the Greater than 120-Day Receivables for a price equal to (x) the face amount of the Greater than 120-Day Receivables less (y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the Effective Date at a rate equal to the 30-day Treasury ▇▇▇▇ rate in effect on the Effective Date, payable by wire transfer of immediately available funds to (or by interbank transfer, if applicable) CNCO within 3 business days following receipt of the Receivables Notice. In determining the amount collected with regard to any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the receivables of such obligor in the order in which such receivables arose. From and after the Closing, CNCO shall continue collecting accounts receivable in all material respects in accordance with the past practice of the Business prior to the Closing Date and shall provide the Company reasonable access to review all information relating to the foregoing, including all write-offs. From and after the date CNCO exercises its option to assign the Greater than 120-Day Receivables to the Company, CNCO shall continue collecting such Greater than 120-Day Receivables on behalf of the Company for a reasonable fee to be agreed upon by the parties in proportion to the services rendered.

Uncollected Accounts Receivable. In the event that the net amount of Accounts Receivable (Accounts Receivable less corresponding bad debt reserves) reflected on the Closing Balance Sheet exceeds the actual aggregate amount of such Accounts Receivable collected by Buyer within six (6) months after the Closing Date, Buyer may, at its option, make written demand to Seller for the payment of the amount of such difference, in which event Seller or Parent shall pay such amount within five (5) business days of receipt of such demand therefor. Buyer shall employ substantially the same time, effort or methods toward collecting such Accounts Receivable as Buyer devotes to collecting its own accounts receivable in the ordinary course of its business. If Seller and Buyer do not, after a good faith attempt, reach agreement with regard to the amount due and owing from Parent or Seller under this Section, the dispute shall be resolved be means of the arbitration procedure described in Section 12.07. Upon Seller's payment as described above, Buyer shall assign its right, title and interest in and to the corresponding Accounts Receivable to Seller.

Uncollected Accounts Receivable. 18 Section 2.5 Payment................................................... 19 PART THREE: REPRESENTATIONS AND WARRANTIES

Uncollected Accounts Receivable. To the extent that any Accounts Receivable have not been collected by Buyer on the ninety-first day following the Closing Date and have not been offset pursuant to Section 2.4(e) (the "AR DATE"), Parent and Buyer may submit a written notice (the "AR CLAIM NOTICE") to the Escrow Agent and the Seller within five (5) Business Days of the AR Date indicating the amount of Accounts Receivable not collected on the AR Date (the "UNCOLLECTED AMOUNT"). In this regard, Buyer and Parent undertake that they shall use reasonable and customary efforts in order to collect the Accounts Receivable.