Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days after the Closing Date (the "A/R Collection Period"), Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Short...
Accounts Receivable Adjustment. If the Base Gross AR Amount is less than $6,615,800, then, subject to Section 1.5(e), the Purchase Price shall be decreased by, and Seller shall pay to Buyer, an amount equal to the discounted present value of the amount by which the Base Gross AR Amount is less than $6,964,000, using a discount rate of .065 and a discount period of three (3) years. If the Base Gross AR Amount is greater than $7,312,200, then, subject to Section 1.5(e), the Purchase Price shall be increased by, and Buyer shall pay to Seller, an amount equal to the discounted present value of the amount by which the Base Gross AR Amount is greater than $6,964,000, using a discount rate of .065 and a discount period of three (3) years. If the Base Gross AR Amount is greater than or equal to $6,615,800, but less than or equal to $7,312,200, then no adjustment shall be made to the Purchase Price, and no amount shall be due by any party hereto, under this Section 1.5(b).
Accounts Receivable Adjustment. If the Surviving Corporation does not collect, within the six (6) month calendar period immediately following the Closing Date, a total of Three-Hundred Thousand and 00/100 Dollars ($300,000) in accounts receivable which it acquires pursuant to this Agreement, then the Shareholder shall pay to PainCare the “A/R Adjustment” (as hereinafter defined), if any. The “A/R Adjustment” shall equal the difference (but not less than zero) obtained by subtracting (1) the amount of accounts receivable actually collected by the Surviving Corporation during such time period from (2) the amount stated in the immediately preceding sentence. PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Shareholder within thirty days after notice given to the Shareholder of the amount of the A/R Adjustment together with an accounting showing original balance of, and the amount collected on, each account receivable the Subsidiary acquired pursuant to this Agreement.
Accounts Receivable Adjustment. If the Surviving Corporation, within the six (6) month calendar period immediately following the Closing Date, does not collect a total of Eight Hundred Thousand and 00/100 Dollars ($800,000.00) in accounts receivable, then the Transaction Consideration shall be reduced dollar for dollar by the A/R Adjustment. The “A/R Adjustment” shall equal the difference between the amount of accounts receivable collected by the Surviving Corporation during such time period and Eight Hundred Thousand and 00/100 Dollars ($800,000.00). PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Shareholder within seven (7) days after the end of the six (6) month period.
Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following:
Accounts Receivable Adjustment. As promptly as practicable following December 31, 2008, the Parties will determine the amount of 2007 Accounts Receivable that were collected during the 12 month period following the Closing (the “2007 A/R Collections”). The sum resulting by deducting the 2007 A/R Collections from the 2007 Accounts Receivable is the “A/R Adjustment.” The then outstanding principal balance of the Promissory Note shall be reduced by the full amount of the A/R Adjustment. After the A/R Adjustment has been calculated, and applied to the Promissory Note, the remaining uncollected 2007 Accounts Receivable shall be assigned to the Seller Representative.
Accounts Receivable Adjustment. Within ten (10) business days after June 30, 1997, the Purchaser shall prepare and deliver to the Seller a certificate describing the Accounts Receivable Adjustment determined in accordance with Section 4.2(a) above; provided that the Accounts Receivable Adjustment shall be paid solely out of, and capped at an amount equal to, the then balance of the Escrow Fund held pursuant to the Escrow Agreement; and provided further that such claim for adjustment shall be submitted for consideration and payment in accordance with the terms and conditions of the Escrow Agreement. In the event of any such Accounts Receivable Adjustment, delinquent Accounts Receivable in the principal amount equal to such Accounts Receivable Adjustment (as mutually selected by the Purchaser and the Seller) shall be reassigned to the Seller.
Accounts Receivable Adjustment. (a) Purchaser and the Sellers acknowledge and agree that all uncollected Accounts Receivable of the Sellers arising out of services rendered, care provided, goods sold, or property leased by the Sellers to or for the benefit of any residents of the Facilities prior to the Closing Date shall be included in the Purchased Assets to be transferred to Purchaser at the Closing (collectively, the “Purchased Accounts Receivable”). 40
Accounts Receivable Adjustment. To the extent that ProMedCo-SW is unable to collect $530,236 from SELLER's Accounts Receivable within 120 days after the Closing, the Cash Consideration shall be reduced on a dollar for dollar basis. 0400630.14 080020-015 05/07/97 (1)
Accounts Receivable Adjustment. If the Subsidiary, within the twelve (12) month calendar period immediately following the Closing Date, does not collect a total of at least Six Hundred Thousand and 00/100 Dollars ($600,000.00) from the accounts receivable purchased pursuant to this Agreement (the “Acquired Accounts Receivable”), then the Initial Transaction Consideration shall be reduced dollar for dollar by the A/R Adjustment. The “A/R Adjustment” shall equal the difference between Six Hundred Thousand and 00/100 Dollars ($600,000.00) and the amount of the Acquired Accounts Receivable actually collected by the Subsidiary during such twelve (12) month period. Buyer shall receive payment for the A/R Adjustment through a lump sum cash payment from the Seller within seven (7) days after the end of the twelve (12) month period.
