Common use of Accounts Receivable Adjustment Clause in Contracts

Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Seller in existence as of the Closing (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount") as of the 90th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Purchaser has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the Purchaser shall assign any such uncollected Accounts Receivable to the Seller.

Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein Buyer shall be entitled, in its sole discretion, to the contrary, reassign and in addition transfer to Parent and/or any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount Seller any Accounts Receivable net of the net notes and applicable reserve for doubtful accounts receivable of (as such reserve is reflected on the Seller 2009 Balance Sheet) which have not been collected in existence as of the Closing full by one hundred twenty (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount"120) as of the 90th day ------------------------------ following days after the Closing Date (the "Receivables Determination Date"Uncollected Accounts Receivable”). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser and Parent and/or any such Seller shall be entitled required to receive accept any such Uncollected Accounts Receivable which have been so reassigned and transferred, pursuant to and in accordance with the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Dateterms hereof; provided, however, that if Buyer may only exercise its right to reassign and transfer such Accounts Receivable to Parent and/or any Seller between the amount then left in 120th and the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days 150th day after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor Closing Date and thereafter shall not have such right and Parent and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser Sellers shall not be required to take accept and reacquire any action out of the ordinary course of business to collect any of the Uncollected Accounts Receivable. To the extent that the Purchaser Uncollected Accounts Receivable exceed an aggregate of $25,000 (the “AR Adjustment”), and certain of the Uncollected Accounts Receivable is actually reassigned to Parent and/or any Seller pursuant to this paragraph (d), the Purchase Price, as may have been adjusted pursuant to the terms of this Agreement, shall be immediately reduced by an amount equal to the AR Adjustment, and Buyer shall be immediately entitled to payment of such AR Adjustment from the Escrow pursuant to the terms hereof and the Escrow Agreement. Notwithstanding anything to the contrary, Parent and the Sellers shall not be obligated to reacquire any Uncollected Accounts Receivable if after the Closing Date, (i) Buyer did not attempt, in good faith, with the type of efforts and with such diligence at least comparable to its general collection processes to collect such Uncollected Accounts Receivable or (ii) Buyer has written off as uncollectible or settled in any way or manner any Uncollected Accounts Receivable, except for write-offs in the Ordinary Course of Business and consistent with past practice, and no such customers have been released in whole or in part by the Buyer from paying the full value of its obligations to Buyer and Buyer has not collected agreed to do so, or no such Uncollected Account Receivable has been subordinated or assigned by the full amount of the Accounts Receivable Buyer and the Purchaser Buyer has been compensated therefor in accordance with this Section, the Purchaser shall assign any such uncollected Accounts Receivable not agreed to the Sellerdo so.

Accounts Receivable Adjustment. Notwithstanding anything ------------------------------ herein (i) On the date that is three (3) business days prior to the contrary, and in addition to any other adjustments set forth in this AgreementClosing Date, the Cash Portion Sellers will deliver to the Purchaser a statement (the “AR Statement”) setting forth Sellers’ good faith estimate (the “Sellers’ AR Estimate”) of the amount of Accounts Receivable of the Sellers arising out of the operation of the Station that will be outstanding as of the Effective Time (including any amounts that will be receivable by the Station with respect to advertising that has been aired on the Station prior to the Effective Time but for which no invoice has yet been produced, but excluding any amounts that are receivable that relate to advertising that has not been aired as of the Effective Time but for which an invoice has been produced) (all such Accounts Receivable of the Sellers arising out of the operation of the Station that are outstanding as of the Effective Time, the “Receivables”). The Sellers’ AR Estimate shall include a detailed list, by debtor, of each Accounts Receivable included in such estimate reflecting the amount due under each such account and an aging schedule for each amount included in such estimate. The Sellers’ AR Estimate shall be based on the Sellers’ Accounts Receivable ledger as of the day on which it is provided to the Purchaser. (ii) The Parties agree that the Purchase Price payable at the Closing shall be reduced on a dollar-for-dollar basis by the aggregate amount (if any) by which Seven Hundred Fifty Thousand Dollars ($750,000) exceeds the amount of the net notes and accounts receivable of the Seller in existence as of the Closing Receivables (the "Accounts Receivable"“Estimated AR Adjustment Amount”), which are uncollected ------------------- by . (iii) During the Purchaser (the "Uncollected Receivables Amount") as of the 90th day ------------------------------ following period commencing with the Closing Date (and ending the "120th calendar day after the Closing Date, the Purchaser shall use commercially reasonable efforts to collect the Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amountconsistent with its practices for collection of its own accounts receivable; provided, that, the Purchaser shall be entitled under no obligation to receive commence or not to commence litigation or legal action to effect collection (and Sellers shall not be responsible for any costs and expenses of any such litigation or legal action commenced by Purchaser, if any) and may make any adjustment, concession or settlement which in the Uncollected Receivables Amount from good faith judgment of the Holdback within two (2) Business Days after the Receivables Determination DatePurchaser is commercially reasonable; provided, howeverfurther, that if in no event shall the amount then left in the Holdback is less than the amount Purchaser incur any Liability for any failure to collect any Receivables except for its willful breach of the Uncollected Receivables Amount, the Seller this Section 2.2(c). The Purchaser shall pay remit to the PurchaserSellers all amounts in excess of $750,000, within two (2) Business Days after the Receivables Determination Dateif any, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, Receivables in accordance with the following schedule: (ia) in on or before the absence 20th day of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to first complete calendar month after the Closing Date, remit all payments by an account debtor shall first be applied amounts in excess of $750,000, if any, collected up to the oldest outstanding invoice due from that account debtorend of the previous calendar month; and (b) on or before the 20th day of each succeeding calendar month, remit all amounts, which together with all other amounts previously collected by the Purchaser in respect of the Receivables, if any, exceed $750,000. Notwithstanding the foregoing, the Purchaser shall be entitled to retain and be under no obligation to remit to the Sellers any amounts (including any Receivables) received by the Purchaser (or its Affiliates), and the Sellers shall cause any amounts (iiincluding any Receivables) received by the Sellers (or their Affiliates) to be promptly remitted to the Purchaser, in either case that are (a) attributable to the case Business after the Closing Date or (b) attributable to any business (other than the Business) of a dispute between the Purchaser and an account debtor with respect to a particular invoice(or its Affiliates); provided, that, absent specific direction from the Receivable counterparty, all payments received by the Purchaser shall be first applied to the next oldest invoice due from that account debtor. The non-disputed Receivable of the Sellers and the Purchaser shall not be required make any request of such counterparty inconsistent with such application to take any action out the oldest Receivable. (iv) The Purchaser’s obligations to collect the Receivables shall expire as of midnight on the 120th day following the Closing Date (“AR Collection Period”). Within ten (10) business days thereafter, the Purchaser shall remit to the Sellers all amounts in excess of $750,000 collected from the Closing Date until the date thereof with respect to the Receivables to the extent not previously remitted to the Sellers. Upon expiration of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Purchaser has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with Purchaser’s collection obligation under this SectionSection 2.2(c), the Purchaser shall assign any such uncollected and transfer to the Sellers (a) the Accounts Receivable which were paid to the SellerSellers hereunder and (b) all the Accounts Receivable which remain uncollected, including all documents and records relating thereto, and the Sellers shall assume responsibility for collection of any remaining Accounts Receivable for its own account. (v) At the end of the AR Collection Period, the Purchaser shall prepare and deliver to Sellers a statement (the “Purchaser’s AR Statement”) setting forth the actual amount of Receivables collected during the AR Collection Period (“Actual Receivables”). The Purchaser’s AR Statement shall include a detailed list, by debtor, of each Accounts Receivable included in Receivables reflecting the amount due under each such account and shall be based on the Station’s Account Receivable ledger as of the Closing Date. Based on the Purchaser’s AR Statement, if the Actual Receivables are less than the lesser of: (a) $750,000 and (b) the AR Shortfall Amount, then the Purchase Price shall be reduced on a dollar-for-dollar basis by the difference. For purposes of clarification, at the end of the AR Collection Period, the Purchaser shall be entitled to have received $750,000 of Receivables, net of sales commissions and collection costs.

Accounts Receivable Adjustment. Notwithstanding anything After Closing, Xxxxxx and ------------------------------ herein to Xxxxxxxxxxx shall cause the contraryGen-X Companies, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Seller in existence as of the Closing (the "Accounts Receivable"), which are uncollected ------------------- by the Purchaser (the "Uncollected Receivables Amount") as of the 90th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the case of a dispute between the Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of the ordinary course of business business, to use reasonable and normal efforts to collect the gross amount of all of the Accounts Receivable reflected on the Closing Date Balance Sheet Lists (the "Gen- X Companies Receivables"). Xxxxxx and Xxxxxxxxxxx shall cause the Gen-X Companies to apply collections from each customer or from an insurance company on behalf of a customer ("Insurance Proceeds") to the earliest open Gen-X Companies Receivable due from that customer, unless otherwise specified by the customer or unless the payment clearly applies to a specific invoice. Neither Global nor the Gen-X Companies shall have any obligation to institute legal action or otherwise take unusual steps to collect any of the Accounts ReceivableGen-X Companies Receivables. To Xxxxxx and Xxxxxxxxxxx shall cause the extent Gen-X Companies to maintain complete and accurate records of all customer payments received by Global and customer credits issued by the Gen-X Companies from the Closing Date until 180 days after the Closing Date ("A/R Cutoff Date"), which records shall show the individual amounts of such payments and credits that were applied to the Purchaser has Gen-X Companies Receivables. Within 195 days after the Closing Date, Xxxxxx and Xxxxxxxxxxx shall deliver to Global copies of such records, together with a statement (the "Statement of Unpaid Receivables") as to which of (i) the Gen-X Companies Receivables (if any) were not collected by the full A/R Cutoff Date including the amount of customer credits ("Unpaid Receivables"), (ii) the Accounts Receivable Gen-X Companies Receivables that were not due within 150 days after the Closing Date as reflected on the Closing Date Balance Sheet Lists (the "Extended Receivables"), and (iii) the Insurance Proceeds were not collected by the A/R Cutoff Date ("Unpaid Insurance Proceeds"). Global shall notify the Owners of any objections to the Statement of Unpaid Receivables within 30 days after the Global receives such documents. If Global does not notify the Owners of any objections by the end of such 30-day period, then the amount of Unpaid Receivables shown on the Statement of Unpaid Receivables shall be considered final on the last day of such 30-day period. If Global does notify the Owners of any objections by the end of such 30-day period, and the Purchaser has been compensated therefor in accordance with this SectionOwners and Global are unable to resolve their differences within 15 days thereafter, then the Purchaser disputed amount of Unpaid Receivables shall assign any such uncollected Accounts Receivable be submitted to the SellerArbiter for resolution, with the costs thereof paid 50% by the Owners and 50% by Global, and the Arbiter shall be instructed to deliver a final Statement of Unpaid Receivables to the Owners and Global as soon as possible. The "A/R Adjustment" shall be equal to the amount, if any, of the (i) Unpaid Receivables, (ii) the Extended Receivables that are not paid within thirty (30) days of the latest due date of such Extended Receivables as reflected on the Closing Date Balance Sheet Lists or within three hundred sixty (360) days of the Closing Date, and (iii) the Unpaid Insurance Proceeds not paid before the earlier of 180 days after the claim for Insurance Proceeds was submitted and 360 days after the Closing Date, less the allowance, if any, for such Unpaid Receivables, provided that such allowance was properly accrued and fully reserved on the Closing Date Balance Sheets. At any time after receipt of the Statement of Unpaid Receivables, Global may assign the Unpaid Receivables to the Owners without recourse. If, after the A/R Cutoff Date, Global receives any payments on account of the Unpaid Receivables, then Global shall promptly notify the Owners and the amount of such payments shall be applied to reduce the A/R Adjustment. Notwithstanding the foregoing provisions of this Section 3.4.(b)(i), Global may elect to retain any Unpaid Receivables it wishes to retain, in which case such retained receivables shall not be included in the A/R Adjustment, and the Owners shall have no further responsibility with respect thereto.