Common use of Uncollected Accounts Receivable Clause in Contracts

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 such information and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectible.

Uncollected Accounts Receivable. (a) From and Promptly after the ------------------------------- determination thereof, Buyers will cause the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of the Companies outstanding as of the Closing that remain outstanding more than 180 days from the Closing Date, to the extent the aggregate amount of such billed receivables exceed the reserve for doubtful billed accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected by the Companies within 300 days from the Closing Date and until December 31in the Ordinary Course of Business, 1997without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), Purchaser andthen an amount equal to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if applicableany will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Purchasing SubsidiariesPrincipal Stockholders, shall jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (c) Buyers will cause the Companies to use commercially reasonable efforts to ▇▇▇▇ and collect all of accounts receivable included in the Accounts Receivable as and when they become dueClosing Balance Sheet; provided, 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 not 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 such information and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely deemed to be uncollectiblemore than the Companies' historical practices.

Uncollected Accounts Receivable. (a) From Prior to the Second Merger I-trax shall cause the Surviving Corporation to, and after the ------------------------------- Closing Date and until December 31Second Merger I-trax shall, 1997, Purchaser and, if applicable, the Purchasing Subsidiaries, shall use commercially take all reasonable efforts to collect all the accounts receivable of WellComm reflected on the Closing Balance Sheet (the "WellComm Accounts Receivable") in a timely manner. The WellComm Accounts Receivable which are not collected by the Surviving Corporation or I-trax within ninety (90) days 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 Closing Date (the "Uncollected Accounts ReceivableReceivable Amount")) shall not exceed the reserve or allowance for doubtful accounts shown on the Closing Balance Sheet. Within five business days after Seller receives such list (i) Seller If the Uncollected Accounts Receivable Amount exceeds the reserve or allowance for doubtful accounts shown on the Closing Balance Sheet, the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable Amount shall pay be assigned to Purchaser (the WellComm Representative on behalf of itself andthe WellComm Stockholders, if applicable, as agent for the Assigning Subsidiaries) and an amount in cash Cash equal to 50% of the outstanding balance excess of the Uncollected Accounts Receivable as Amount over the reserve or allowance for doubtful accounts reflected on the Closing Balance Sheet shall be paid to I-trax by the WellComm Representative out of December 31the Holdback Account, 1997, together with accrued interest thereon and if such amount exceeds the amount held in the Holdback Account at the rate time such payment is due, the WellComm Stockholders shall be jointly and severally responsible for the payment of five percent (5%) per annumsuch excess. The foregoing notwithstanding, computed I-trax may elect in its sole and absolute discretion to retain any or all of the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable Amount, in which case the retained WellComm Accounts Receivable shall be deemed to have been collected for purposes of this Section 7(h). The closing, if any, with respect to the period from and including foregoing provisions of this Section 7(h) shall occur within thirty (30) days after the ninetieth (90th) day after the Closing Date to (but excludingDate. Further, notwithstanding the provisions of Section 8(b) the date on which such amount is paid, and (ii) Purchaser and, as applicablebelow, the Purchasing Subsidiariesobligation of the WellComm Representative to distribute Cash to I-trax out of the Holdback Account and/or the right of I-trax to collect funds from the WellComm Stockholders, in each case pursuant to this Section 7(h), shall Transfer also be the sole remedies of I-trax with respect to Seller and/or one or more Assigning Subsidiaries designated by Seller, pursuant to instruments any breach 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 such information and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectible.Section

Uncollected Accounts Receivable. (ai) From Solely as a condition to receipt by the Parent and after the ------------------------------- Closing Date Buyer of amounts under this Section 7(g), (A) Parent shall and until December 31, 1997, Purchaser and, if applicable, the Purchasing Subsidiaries, shall cause Buyer to use commercially reasonable efforts to collect all of the accounts receivable from customers reflected on the Closing Date Balance Sheet, which are at least comparable to those used by the Company in the Ordinary Course of Business (the “Accounts Receivable Receivable”); (B) Parent shall and shall cause Buyer to furnish the Shareholder Representative with all such records and other information 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 Shareholder Representative may require to verify the 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 Buyer with respect to the period from and including Accounts Receivable; (C) for the Closing Date purpose of determining amounts collected by Buyer with respect to Accounts Receivable, (but excludingi) if a payment is specified by an account debtor as being in payment of a specific invoice of the date on which such amount is paidSurviving Corporation, the payment shall be applied to that invoice, and (ii) Purchaser andin the absence of a bona fide dispute between an account debtor and the Surviving Corporation, all payments by an account debtor that are not specified as applicablebeing in payment of a specific invoice shall first be applied to the oldest outstanding invoice due from that account debtor; and (D) Parent shall not and shall not permit the Surviving Corporation to compromise, settle or adjust the amount of any of the Accounts Receivable without the prior written consent of the Shareholder Representative, which shall not be unreasonably withheld, if such compromise, settlement or adjustment would be consistent with the Company’s past practices. 47 (ii) Parent and Buyer covenant and agree that within thirty (30) days following the day which is two hundred seventy (270) days following the Closing Date, Parent and Buyer will provide the Stockholder Representative a schedule of those Accounts Receivable which remain uncollected as of the 270th day (the “Accounts Receivable Schedule”). (iii) Within thirty (30) days following receipt of the Accounts Receivable Schedule, the Purchasing SubsidiariesStockholders shall reimburse the Parent and the Buyer for the amount of such uncollected Accounts Receivable set forth therein, less the sum of (A) the amount of the Accounts Receivable Adjustments set forth on the Closing Date Balance Sheet and (B) an amount equal to the Receivables Threshold less the Company Reserve if the GAAP Reserve exceeds the Receivables Threshold on the Closing Date Balance Sheet. In the event that Parent and Buyer, subsequent to reimbursement from the Stockholders, collect any Stockholder-reimbursed Account Receivable, Parent and Buyer shall Transfer refund to Seller and/or one or more Assigning Subsidiaries designated by Seller, pursuant the Stockholders that amount which was received from the Stockholders with respect to instruments of transfer executed by Purchaser or, as applicable, a Purchasing Subsidiary, and in form and substance reasonably acceptable to Sellerthat Account Receivable. Notwithstanding the foregoing, the Uncollected Parent and the Buyer may, but shall not be obligated to, submit a claim under the Escrow Agreement for all or part of the amount due to them under this Section 7(g). (iv) To the extent that Parent or Buyer is paid by the Shareholders for any uncollected Accounts Receivable, free concurrently with such payment the Surviving Corporation shall quitclaim and clear assign to the Shareholder Representative all such Accounts Receivable. All obligations of all Liens. (cthe Shareholders under this Section 7(g) Following any re-Transfer of Uncollected shall be subject to the limitations set forth in Section 8(b)(i)(B) as if such 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 such information and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect constituted a breach of the Uncollected Accounts Receivable by Seller Company’s representations and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained warranties in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectibleSection 3(q).

Uncollected Accounts Receivable. The Seller and ▇▇▇▇▇▇ agree that in the event that for any reason whatsoever the Company shall not collect the full face amount of each and every Account Receivable included in the Company Assets, less the reserve for doubtful accounts and affiliate office holdback set forth in the Financial Statements as of the Closing Date, within two hundred and ten (a210) From and after days following 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 (collectively the "Uncollected Delinquent Accounts Receivable"). Within five , and the Delinquent Accounts Receivable have been written off of Company's books, then within seven (7) business days after Seller receives of Seller's receipt of written notice from Buyer regarding 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 Delinquent Accounts Receivable, free and clear Seller shall refund to Buyer, by cashiers or certified check or by interbank wire transfer, the full amount of all Liens. (c) Following any re-Transfer of Uncollected such Delinquent Accounts Receivable pursuant to Section 6.8(b)or, (i) Seller and, if applicableat the option of Buyer, the Assigning Subsidiaries Company shall use commercially reasonable efforts have the right to collect reduce, on a dollar for dollar basis, the Uncollected principal amount due or to become due under the Promissory Note, or otherwise, by the amount of such Delinquent Accounts Receivable. Upon receipt of payment from Seller, or application of such offset and recoupment by the Buyer in its sole discretion, Seller may request that the Company assign the uncollected Delinquent Accounts Receivable (provided that to Seller and upon such request the Company shall so assign the Delinquent Accounts Receivable. Further, any subsequent collection efforts will by the Company of an assigned Delinquent Account Receivable shall be no more aggressive than those used promptly paid to Seller. The rights of the Buyer under this Section are elective and in addition to all other rights and remedies of Buyer. For purposes of this Section, all payments received by Seller the Company or an Acquired Company on any Accounts Receivable shall be applied by the Assigning Subsidiaries in collecting accounts receivable from their customers)Company either as designated by the payor or to the specific Accounts Receivable to which such payment applies, and Purchaser shallotherwise to the oldest Accounts Receivable of the payor. Accounts Receivable subject to payment plans of which Buyer has been made aware, and, if applicablewhich payment plans extend beyond two hundred ten (210) days of Closing and which are not in default, shall cause the Purchasing Subsidiaries to, provide Seller with such information and records in its possession relating to the Uncollected not be considered Delinquent Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectibleReceivable.

Uncollected Accounts Receivable. Within 135 days after the Effective Date, Buyer shall have the right to (ai) notify Seller 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 Buyer 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 Seller 100% of the then-outstanding Greater than 120-Day Receivables. If so assigned, Seller 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) Buyer within three (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, Buyer shall continue collecting accounts receivable in all material respects in accordance with the past practice of the Business prior to 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 thatreasonable access to review all information relating to the foregoing, as of including all write-offs. From and after the date Buyer exercises its option to assign the Greater than 120-Day Receivables to the Seller, Buyer shall continue collecting such date, remain uncollected, specifying therefrom those, if any, that Purchaser desires to reGreater than 120-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 (Day Receivables on behalf of itself and, if applicable, as agent the Seller for a reasonable fee to be agreed upon by the Assigning Subsidiaries) an amount parties 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 proportion 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 Liensservices rendered. (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 such information and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectible.

Uncollected Accounts Receivable. (a) From and after In the ------------------------------- event that as of the date six months from the Closing Date (the "Adjustment Date") Buyer shall not have been paid in full in respect of all Accounts Receivable of the Company outstanding as of the Closing Date (net of reserves for doubtful accounts and until December 31allowances for valid promotional discounts), 1997Buyer shall so advise Seller in writing, Purchaser andand Seller shall promptly, if applicablebut in any event within 10 Business Days following such notice from Buyer, acquire from Buyer all such unpaid Accounts Receivable for a sum, in immediately available funds, equal to the Purchasing Subsidiaries, shall use commercially reasonable efforts to collect all excess of (i) the amount of the Accounts Receivable outstanding as of the Closing Date (net of reserves for doubtful accounts and when they become due, consistent with their respective practices and procedures used allowance for valid promotional discounts) over (ii) the amount of payments actually received by Buyer or its Affiliates 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 respect of 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 Reimbursed Accounts Receivable"). Within five business days after In calculating the amount, if any, which Seller receives such list (i) Seller shall must pay to Purchaser (on behalf Buyer pursuant to this Section 6.13, payments received by Buyer or its Affiliates in respect of itself and, if applicable, as agent for the Assigning Subsidiaries) an amount in cash equal to 50% Accounts Receivable of the Company shall be credited, unless otherwise designated, specified or noted by the customer, first to the oldest account receivable of a customer outstanding balance as of the Uncollected Closing until all 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 that customer outstanding as of the period from Closing are paid in full. At and after such time as Buyer assumes responsibility for the collection of Accounts Receivable of the Company outstanding as of the Closing Date, Buyer shall use its reasonable commercial efforts to collect such Accounts Receivable, including any Reimbursed Accounts Receivable. In addition, so long as Buyer has responsibility for the collection of accounts receivable of the Company outstanding as of the Closing Date pursuant to (the Transition Services Agreement, Buyer shall use its reasonable commercial efforts to assist Seller in collecting any Reimbursed Accounts Receivable. If any Reimbursed Accounts Receivable are, after such reimbursement by Seller to Buyer, ultimately collected by Buyer or its Affiliates, Buyer shall promptly notify Seller in writing of such collection and will promptly, but excluding) the date on which in any event within 10 Business Days following such amount is paidcollection, and (ii) Purchaser andtransfer to Seller, as applicablein immediately available funds, the Purchasing Subsidiaries, shall Transfer to Seller and/or one or more Assigning Subsidiaries designated such collected Reimbursed Accounts Receivable. In connection with such acquisition of Accounts Receivable by Seller, pursuant Buyer agrees to instruments of execute and cause its Affiliates to execute such assignments as are reasonably requested by Seller in order to effectively transfer executed by Purchaser or, as applicable, a Purchasing Subsidiary, and in form and substance reasonably acceptable to Seller, the Uncollected Seller or its designee(s) such Accounts Receivable. Buyer shall not disclose the provisions of this Section 6.13 to any person other than its employees, free advisors and clear of all Liens. (c) Following any re-Transfer of Uncollected Accounts Receivable pursuant agents who need 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 know such information in order for Buyer to fulfill its obligations hereunder. The Buyer and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectible.each provide access to

Uncollected Accounts Receivable. (a) From and after Following the ------------------------------- Closing Date and until December 31, 1997, Purchaser and, if applicableDate, the Purchasing SubsidiariesCompany shall, and Buyer shall cause the Company to, use commercially reasonable best 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"); provided, that such efforts shall not require Buyer or the Company to initiate any Proceedings to collect any such 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 Upon any Uncollected Accounts Receivable as of December 31, 1997, together with accrued interest thereon at the rate of five percent becoming one hundred twenty (5%120) per annum, computed with respect to the period days old (measured from and including the Closing Date to (but excluding) the date on which such amount is paid, and (ii) Purchaser and, as applicableof invoice), the Purchasing Subsidiaries, Company shall Transfer to notify Seller and/or one or more Assigning Subsidiaries designated by Seller, pursuant to instruments of transfer executed by Purchaser or, as applicable, whether it has engaged 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 rethird-Transfer of Uncollected Accounts Receivable pursuant to Section 6.8(b), (i) Seller and, if applicable, the Assigning Subsidiaries shall use commercially reasonable efforts party debt collection service to collect the such Uncollected Accounts Receivable (provided that which decision to engage such third-party debt collection efforts will service shall be no more aggressive than those used by Seller or in the Assigning Subsidiaries in collecting accounts receivable sole discretion of the Company during the thirty (30)-day period following any such Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from their customersthe date of invoice)). Upon any Uncollected Accounts Receivable becoming one hundred fifty (150) days old (measured from the date of invoice), and Purchaser the Company shall, and, if applicable, and Buyer shall cause the Purchasing Subsidiaries Company to, provide engage a third-party debt collection service to collect such Uncollected Accounts Receivable; provided that, Buyer and the Company may request that Seller with such information and records consent to waiving the foregoing requirement that the Company engage a third-party debt collection service, which consent Seller may grant in its possession relating sole discretion. The fees, costs and expenses of any such third-party debt collection service engaged by the Company will be paid fifty percent (50%) by the Company and fifty percent (50%) by Seller, with Seller’s portion of such fees, costs and expenses to be deducted by the Company and set off against the applicable Uncollected Accounts Receivable and otherwise reasonably cooperate with collected by the Company prior to remittance thereof to Seller in accordance with this Section 8.6. Following the Determination Date, if the Company collects any such attempt, and (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller during a given calendar month (and its affiliatessuch collections are not taken into account in the final determination of the adjustments to the Purchase Price in accordance with Section 2.4), on the one hand, then Buyer shall pay (or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly cause to be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of paid) such Uncollected Accounts Receivable that (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) to the Seller determines in good faith is likely accordance with this Section 8.6. Buyer shall aggregate (or cause to be uncollectibleaggregated) all such Uncollected Accounts Receivable (if any) actually collected by the Company during a given calendar month following the Determination Date and shall pay (or cause to be paid) all such Uncollected Accounts Receivable (subject to any reduction thereto in accordance with the other provisions of this Section 8.6) via ACH transfer to the Seller in a single lump sum within thirty (30) days following the end of such calendar month to an account designated in advance by the Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated by the parties hereto as an adjustment to Purchase Price for all purposes (unless otherwise required by applicable Requirements of Law).

Uncollected Accounts Receivable. (a) From Prior to the Second Merger I-trax shall cause the Surviving Corporation to, and after the ------------------------------- Closing Date and until December 31Second Merger I-trax shall, 1997, Purchaser and, if applicable, the Purchasing Subsidiaries, shall use commercially take all reasonable efforts to collect all the accounts receivable of WellComm reflected on 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 Closing Balance Sheet (the "WELLCOMM ACCOUNTS RECEIVABLE") in a timely manner. The WellComm Accounts Receivable which are not collected by the Surviving Corporation or I-trax within ninety (90) days of the Closing Date (the "UNCOLLECTED ACCOUNTS RECEIVABLE AMOUNT") shall not exceed the reserve or allowance for doubtful accounts shown on the Closing Balance Sheet. If the Uncollected Accounts Receivable"). Within five business days after Seller receives such list (i) Seller Receivable Amount exceeds the reserve or allowance for doubtful accounts shown on the Closing Balance Sheet, the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable Amount shall pay be assigned to Purchaser (the WellComm Representative on behalf of itself andthe WellComm Stockholders, if applicable, as agent for the Assigning Subsidiaries) and an amount in cash Cash equal to 50% of the outstanding balance excess of the Uncollected Accounts Receivable as Amount over the reserve or allowance for doubtful accounts reflected on the Closing Balance Sheet shall be paid to I-trax by the WellComm Representative out of December 31the Holdback Account, 1997, together with accrued interest thereon and if such amount exceeds the amount held in the Holdback Account at the rate time such payment is due, the WellComm Stockholders shall be jointly and severally responsible for the payment of five percent (5%) per annumsuch excess. The foregoing notwithstanding, computed I-trax may elect in its sole and absolute discretion to retain any or all of the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable Amount, in which case the retained WellComm Accounts Receivable shall be deemed to have been collected for purposes of this Section 7(h). The closing, if any, with respect to the period from and including foregoing provisions of this Section 7(h) shall occur within thirty (30) days after the ninetieth (90th) day after the Closing Date to (but excludingDate. Further, notwithstanding the provisions of Section 8(b) the date on which such amount is paid, and (ii) Purchaser and, as applicablebelow, the Purchasing Subsidiariesobligation of the WellComm Representative to distribute Cash to I-trax out of the Holdback Account and/or the right of I-trax to collect funds from the WellComm Stockholders, in each case pursuant to this Section 7(h), shall Transfer also be the sole remedies of I-trax with respect to Seller and/or one or more Assigning Subsidiaries designated by Seller, pursuant to instruments any breach of transfer executed by Purchaser or, as applicable, a Purchasing SubsidiarySection 4(ee) above, and in form and substance reasonably acceptable to Seller, the Uncollected Accounts Receivable, free and clear of all Liens. (c) Following any reno event shall I-Transfer of Uncollected Accounts Receivable trax be entitled pursuant to this Section 6.8(b), (i7(h) Seller and, if applicable, the Assigning Subsidiaries shall use commercially reasonable efforts to collect or receive Cash from the Uncollected Accounts Receivable (provided that such collection efforts will be no more aggressive than those used by Seller or the Assigning Subsidiaries WellComm Stockholders in collecting accounts receivable from their customers), and Purchaser shall, and, if applicable, shall cause the Purchasing Subsidiaries to, provide Seller with such information and records in its possession relating to the Uncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, and (ii) 50% of all amounts collected in respect excess of the Uncollected Accounts Receivable by Seller and its affiliates, on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will be construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be uncollectibleAmount.