Common use of Accounts Receivable Collection Clause in Contracts

Accounts Receivable Collection. The Assets which are being sold hereunder shall include all accounts receivable of the Company as reflected on the Company's books as of the Closing Date. In connection with the sale of the accounts receivable, the Company agrees to execute such instruments of transfer, conveyance and assignment as may be reasonably requested by Buyer to give effect to such sale. (i) Buyer agrees to use its best efforts to collect such accounts receivable as are sold hereunder by the Company. This shall include, but not be limited to, at least one (1) written contact by mail or wire during each thirty (30) day period for each account debtor who is in default of its agreed terms of payment. With respect to those accounts which are over thirty (30) days in default, Buyer shall contact each such account debtor at least once by mail or wire and once by phone during each thirty (30) day period. With respect to each account receivable which is sold to Buyer by the Company hereunder, Buyer agrees to apply all payments received by it from the account debtor following the Closing Date to the account receivable which is being sold herein unless the account debtor is disputing the account or the product or service sold to the account debtor which gave rise to the account. (ii) With respect to those accounts receivable, if any, which are secured as of the Closing Date, Buyer shall take such steps as are necessary to maintain the security. In addition, with respect to those accounts receivable which are 50 not secured on the date of Closing, Buyer may use reasonable efforts to obtain security. (iii) Buyer shall not release any account debtor or compromise any account receivable for less than the amount shown on the Company's books as of the Closing Date unless Buyer receives the written consent of the Company to release and\or compromise the account, which consent shall not be unreasonably withheld. (iv) If, after a period of ninety (90) days from the date of the Closing, Buyer has been unable to collect the accounts receivable, then in that event the Company agrees to repurchase the accounts receivable for one hundred percent (100%) of the amount which has been uncollected, such payment to be made by way of a redelivery of Centrum Common Stock from those shares held by the Escrow Agent pursuant to the Stock Pledge and Escrow Agreement. In connection with such a repurchase by the Company, Buyer agrees to execute such documents as are necessary to properly transfer and assign the accounts receivable to the Company so that the Company may pursue collection efforts. (v) With respect to each account receivable which is being sold by the Company hereunder, Buyer shall provide the Company with a written status report at the end of each month. In addition, Buyer agrees to cooperate with the Company and orally respond to reasonable requests from the Company as to the status of any account.

Accounts Receivable Collection. The Assets (a) On the date hereof, the Company shall deliver to the Buyer an accounts receivable schedule, certified by the Company’s Chief Executive Officer or Chief Financial Officer (the “A/R Schedule”), which are being sold hereunder shall include sets forth (i) all billed and outstanding accounts receivable of the Company as reflected of the date hereof (including the payor, the total amount thereof and the date such account receivable arose) (each an “Existing Account Receivable”), (ii) a list of each customer for which the Company has generated Earned Revenue but due to the Company’s standard billing practices, as of immediately prior to the Closing the Company had not yet billed (identifying the expected total amount to be billed to such customer for the services being provided by the Company of which the Earned Revenue comprises a portion) (each an “Expected Account Receivable”) and (iii) for each Existing Account Receivable and Expected Account Receivable the amount that is attributable to Earned Revenue (for each, such amount attributable to Earned Revenue, the “A/R Earned Revenue”). For purposes of determining any amounts in this Section 1.7, the Closing shall be deemed to have occurred at 11:59 p.m. eastern standard time on the Company's books as of the Closing Date. In connection with the sale of the accounts receivable, the Company agrees to execute such instruments of transfer, conveyance and assignment as may be reasonably requested by Buyer to give effect to such saledate hereof. (ib) Buyer agrees to use its best efforts to collect such accounts receivable as are sold hereunder by the Company. This shall include, but not be limited to, at least one (1) written contact by mail or wire during each thirty (30) day period for each account debtor who is in default of its agreed terms of payment. With respect to those accounts which are over Not later than thirty (30) days in defaultafter the date hereof, Buyer shall contact each deliver to the Member Representative its calculation of the A/R Schedule. During the fifteen (15) day period following the Member Representative’s receipt of Buyer’s calculation of the A/R Schedule, Buyer shall provide to the Member Representative and her advisors such account debtor at least once information as the Member Representative may reasonably request regarding such calculation. The A/R Schedule shall become final and binding upon the parties on the fifteenth (15th) day following Buyer’s delivery thereof, unless the Member Representative gives written notice of its disagreement with the A/R Schedule (an “A/R Contention Notice ”) to Buyer prior to such date. Any A/R Contention Notice shall specify in reasonable detail the nature of any disagreement so asserted. If an A/R Contention Notice is received by mail Buyer in a timely manner, then the A/R Schedule (as revised in accordance with clause (I) or wire (II) below) shall become final and once binding upon Buyer and the Company Members on the earlier of (I) the date Buyer and the Member Representative resolve in writing any differences they have with respect to the matters specified in the A/R Contention Notice or (II) the date any disputed matters are finally resolved in writing by phone during each thirty the Accounting Firm pursuant to Section 1.7(c) below. (30c) During the fifteen (15) day period following the delivery of an A/R Contention Notice, Buyer and the Member Representative shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the A/R Contention Notice. At the end of such fifteen (15) day period, Buyer and the Member Representative shall submit to the Accounting Firm (or if one has not been selected pursuant to Section 1.6, to an independent public accounting firm with experience in resolving transaction accounting disputes selected by the Buyer and the Member Representative) for review and resolution any and all matters that remain in dispute and that were included in the A/R Contention Notice. With The Accounting Firm shall have a period of fifteen (15) days to review and resolve any and all matters submitted to it. The Buyer, the Company and the Member Representative agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the Parties incurred in enforcing the determination of the Accounting Firm pursuant to this Section 1.7(c) shall be borne by the Buyer or the Member Representative, on behalf of each Company Member, in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The procedures set forth in this Section 1.7 shall be the sole and exclusive remedy of Buyer and the Company Members for any disagreements arising out of this Section 1.7. (d) During the period beginning on the date hereof and ending at the close of business on the one hundred and twentieth (120th) day thereafter, the Surviving LLC shall use its Reasonable Best Efforts to collect all Existing Accounts Receivable and Expected Accounts Receivable. On the one hundred and twenty fifth (125th) day after the date hereof, the Buyer shall pay to the Member Representative, on behalf of each Company Member, by wire transfer of immediately available funds, the aggregate of the following amounts, if any: (i) with respect to each account receivable Existing Account Receivable and Expected Account Receivable listed on the A/R Schedule for which is sold the Buyer or its Affiliate actually receives payment in full in cash prior to Buyer by the Company hereunder, Buyer agrees to apply all payments received by it from close of business on the account debtor one hundred and twentieth (120th) day following the Closing Date to date hereof, the account receivable which is being sold herein unless the account debtor is disputing the account A/R Earned Revenue for such Existing Account Receivable or the product or service sold to the account debtor which gave rise to the account.Expected Account Receivable; and (ii) With respect to those accounts receivable, if any, which are secured as of the Closing Date, Buyer shall take such steps as are necessary to maintain the security. In addition, with respect to those accounts receivable which are 50 not secured each Existing Account Receivable and Expected Account Receivable listed on the A/R Schedule for which the Buyer or its Affiliate actually receives partial payment in cash prior to the close of business on the one hundred and twentieth (120th) day following the date hereof, an amount equal to the A/R Earned Revenue for such Existing Account Receivable or Expected Account Receivable multiplied by the percentage calculated by dividing (x) the amount of Closingthe payment received by the Buyer in cash by (y) the total amount of either the Existing Account Receivable or Expected Account Receivable, as applicable, as set forth on the A/R Schedule. For purposes of this Section 1.7(d), any cash payments received by the Buyer may use reasonable efforts or its Affiliates from any customer of the Company prior to obtain securitythe close of business on the one hundred and twentieth (120th) day following the date hereof shall be applied to the Existing Accounts Receivable or Expected Accounts Receivable, as applicable, of such customer in the order in which such receivables arose such that cash shall be applied to the oldest receivable first and the newest receivable last. (iiie) The Buyer shall not release any account debtor or compromise any account receivable for less than provide a written report to the amount shown Member Representative on the Company's books thirtieth (30th), sixtieth (60th), ninetieth (90th) and one hundred and twenty fifth (125th) days after the date hereof, each prepared in good faith, setting forth the accounts receivable that have been collected and that remain uncollected as of such dates (collectively, the Closing Date unless “A/R Reports”), and shall provide the Member Representative with reasonable access to all books and records of the Company, the Buyer receives and Surviving LLC as are requested by the written consent Member Representative in connection with the verification of the contents of such reports, the use by the Surviving LLC of its Reasonable Best Efforts to collect all accounts receivable on the A/R Schedule and related matters. The Buyer covenants and agrees that the A/R Reports shall be true and correct in all material respects. The Buyer shall, or shall cause the Surviving LLC to, invoice each customer for amounts constituting Expected Accounts Receivable no later than February 2, 2010. (f) The Buyer shall have no obligation to make any payments to the Company Members with respect to any accounts receivable of the Company that existed immediately prior to release and\or compromise the account, date hereof (whether or not listed on the A/R Schedule ) the payment for which consent shall not be unreasonably withheldis collected by the Buyer after the close of business on the one hundred and twentieth (120th) day after the date hereof. (ivg) If, after a period No Company Member shall have any claim with respect to or other right of ninety (90) days from action or recourse against either the date Buyer or the Surviving LLC for payment of the Closing, Buyer has been unable any amounts owing to collect the accounts receivable, then in that event the such Company agrees to repurchase the accounts receivable for one hundred percent (100%) of the amount which has been uncollected, such payment to be made by way of a redelivery of Centrum Common Stock from those shares held by the Escrow Agent Member pursuant to the Stock Pledge terms of Section 1.7(d) and Escrow Agreement. In connection neither the Buyer nor the Surviving LLC shall have any liability to any Company Member with respect to any such a repurchase by the Companyamounts, Buyer agrees to execute such documents as are necessary to properly transfer and assign the accounts receivable in each case to the Company so extent that the Company may pursue collection effortsBuyer has properly distributed such amounts to the Member Representative in accordance with the terms of Section 1.7(d). (vh) With respect to each account receivable which is being sold by Notwithstanding the foregoing, nothing contained in this Section 1.7 shall affect the right of either the Buyer or the Company hereunder, Members to seek indemnification under Article V for breaches of representations and warranties related to the subject matter hereof; provided that in no event shall the Damages for which such indemnification is sought by either the Buyer shall provide or the Company with a written status report at the end of each month. In addition, Buyer agrees Members include amounts otherwise recovered or realized such party pursuant to cooperate with the Company and orally respond to reasonable requests from the Company as to the status of any accountthis Section 1.7.

Accounts Receivable Collection. The On the Closing Date or ------------------------------ as soon thereafter as practicable, the Buyer shall send a letter from the Buyer, and to the extent commercially reasonable and reasonably acceptable to the Seller, to each of the obligors on the accounts receivable and other receivables included in the Purchased Assets which are being sold hereunder shall include (the "Purchased Receivables") informing each such obligor of the transfer of the Pet Business contemplated hereby and instructing them to remit all payments and other items in respect of the Purchased Receivables and all future accounts receivable of the Company Pet Business as reflected directed in such letter. If the Buyer receives any payment with respect to any accounts receivable not included in the Purchased Assets (or, to the extent included in the Purchased Assets, if the Buyer receives any payment with respect to any accounts receivable in excess of the amount of accounts receivable (net of reserves therefor) set forth on the Company's books as Final Statement of Working Capital), the Buyer shall reasonably promptly deliver such payment to the Seller; provided, -------- that the Buyer shall not be required to deliver any such payment to the Seller ---- more frequently than once per week. If the Seller or any of its Subsidiaries receives any payment with respect to any of the Purchased Receivables or any accounts receivable or other receivable for Products sold or services rendered after the Closing DateDate and included in the Purchased Assets, the Seller shall reasonably promptly deliver such payment to the Buyer; provided, that the Seller -------- ---- shall not be required to deliver any such payment to the Buyer more frequently than once per week. In connection with the sale For each of the accounts receivablePurchased Receivables, the Company agrees to execute such instruments of transfer, conveyance and assignment as may be reasonably requested by Buyer to give effect to such sale. (i) Buyer agrees to use its best efforts to collect such accounts receivable as are sold hereunder by the Company. This shall include, but not be limited to, at least one (1) written contact by mail or wire during each thirty (30) day period for each account debtor who is in default of its agreed terms of payment. With respect to those accounts which are over thirty (30) days in default, Buyer shall contact each such account debtor at least once by mail or wire and once by phone during each thirty (30) day period. With respect to each account receivable which is sold to Buyer by the Company hereunder, Buyer agrees to apply all payments any amounts received by it Seller from the account debtor following customer shall be applied first to reduce the Closing Date Purchased Receivables and then to the account receivable other amounts owed by such customer, except for amounts of any receivables as to which is being sold herein unless the account debtor customer is disputing the account or the product or service sold to the account debtor which gave rise to the accountdisputing. (ii) With respect to those accounts receivable, if any, which are secured as of the Closing Date, Buyer shall take such steps as are necessary to maintain the security. In addition, with respect to those accounts receivable which are 50 not secured on the date of Closing, Buyer may use reasonable efforts to obtain security. (iii) Buyer shall not release any account debtor or compromise any account receivable for less than the amount shown on the Company's books as of the Closing Date unless Buyer receives the written consent of the Company to release and\or compromise the account, which consent shall not be unreasonably withheld. (iv) If, after a period of ninety (90) days from the date of the Closing, Buyer has been unable to collect the accounts receivable, then in that event the Company agrees to repurchase the accounts receivable for one hundred percent (100%) of the amount which has been uncollected, such payment to be made by way of a redelivery of Centrum Common Stock from those shares held by the Escrow Agent pursuant to the Stock Pledge and Escrow Agreement. In connection with such a repurchase by the Company, Buyer agrees to execute such documents as are necessary to properly transfer and assign the accounts receivable to the Company so that the Company may pursue collection efforts. (v) With respect to each account receivable which is being sold by the Company hereunder, Buyer shall provide the Company with a written status report at the end of each month. In addition, Buyer agrees to cooperate with the Company and orally respond to reasonable requests from the Company as to the status of any account.

Accounts Receivable Collection. The Assets which are being sold hereunder shall include all accounts receivable of the Company as reflected on the Company's books as of the Closing Date. In connection with the sale of the accounts receivable, the Company agrees to execute such instruments of transfer, conveyance and assignment as may be reasonably requested by Buyer to give effect to such sale. (i) Buyer agrees to use its best efforts to collect such accounts receivable as are sold hereunder by the Company. This shall include, but not be limited to, at least one (1) written contact by mail or wire during each thirty (30) day period for each account debtor who is in default of its agreed terms of payment. With respect to those accounts which are over thirty (30) days in default, Buyer shall contact each such account debtor at least once by mail or wire and once by phone during each thirty (30) day period. With respect to each account receivable which is sold to Buyer by the Company hereunder, Buyer agrees to apply all payments received by it from the account debtor following the Closing Date to the account receivable which is being sold herein unless the account debtor is disputing the account or the product or service sold to the account debtor which gave rise to the account.to (ii) With respect to those accounts receivable, if any, which are secured as of the Closing Date, Buyer shall take such steps as are necessary to maintain the security. In addition, with respect to those accounts receivable which are 50 not secured on the date of Closing, Buyer may use reasonable efforts to obtain security. (iii) Buyer shall not release any account debtor or compromise any account receivable for less than the amount shown on the Company's books as of the Closing Date unless Buyer receives the written consent of the Company to release and\or compromise the account, which consent shall not be unreasonably withheld. (iv) If, after a period of ninety one hundred twenty (90120) days from the date of the Closing, Buyer has been unable to collect the accounts receivable, then in that event the Company agrees to repurchase the accounts receivable for one hundred percent (100%) of the amount which has been uncollected, such payment to be made by way net of a redelivery of Centrum Common Stock from those shares held by any reserve for bad debts in the Escrow Agent pursuant to the Stock Pledge and Escrow AgreementClosing Date Financial Statements. In connection with such a repurchase by the Company, Buyer agrees to execute such documents as are necessary to properly transfer and assign the accounts receivable to the Company so that the Company may pursue collection efforts. Thereafter, at no expense to the Company, Buyer shall make reasonable efforts to assist the Company in the collection of such accounts and continue to collect any of the repurchased accounts receivable for the Company's account that are deposited into Buyer's lockbox and promptly deliver such collections to Company. (v) With respect to each account receivable which is being sold by the Company hereunder, Buyer shall provide the Company with a written status report at the end of each month. In addition, Buyer agrees to cooperate with the Company and orally respond to reasonable requests from the Company as to the status of any account.