Common use of Accounts Receivable Guarantee Clause in Contracts

Accounts Receivable Guarantee. (a) Buyer shall have the right, at any time after the 120th day and before the 130th day following the Closing Date, to assign to Seller a face amount of Accounts Receivable (the "Reassigned Receivables") equal to the uncollected portion of any Accounts Receivable included on the Closing Balance Sheet that have not been collected by Buyer within 120 days after the Closing Date; provided, however, prior to such reassignment, Buyer shall cause the Company, under the direction of the Shareholder, to use its reasonable best efforts to collect the Accounts Receivables and Buyer shall not release any party from liability for any unpaid Accounts Receivable without the prior written consent of Seller. Buyer shall deliver to Seller all documents that relate to the Reassigned Receivables and any similar documents generated by Buyer after the Closing Date. Upon receipt of a document from Buyer transferring the Reassigned Receivables to Seller, Seller shall promptly pay Buyer the face amount of the Reassigned Receivables. Buyer shall cooperate with Seller in any reasonable collection efforts relating to the Reassigned Receivables. (b) The parties agree that, in the absence of specific customer instructions to apply, or not to apply, payments to specific invoices, the payments received by Buyer from customers of the Business subsequent to the Closing Date shall be applied against the oldest outstanding balances of such Accounts Receivables. After Buyer has assigned the Reassigned Receivables to Seller, if Buyer receives payment from a customer for such

Accounts Receivable Guarantee. (a) The Buyer shall bill in accordance with its customaxx business practices any unbilled amounts as of the Effective Time that are included in the Accounts. The Buyer shall use the same degree of diligence and effort to collect the Accounts that it uses in collecting its own accounts receivable of comparable size; provided that the Buyer shall have no obligation to initiate a lawsuit to collect any Account. Any amounts collected by the rightBuyer from any person who owes more than one invoice to the Buyer, at including any time after Account, shall be applied to the 120th day invoice to which such payment specifically relates; provided, however, that if any such payment is undesignated, the Buyer shall use reasonable efforts to get the payor to designate the specific invoice or invoices to which the payment is to be applied. If such designation cannot be obtained from the payor, such payment shall be applied 50% to the most recent invoice to the payor and before 50% to the 130th day oldest outstanding invoice to the payor. If the Buyer has not received full payment on any of the Accounts that (i) were billed as of the Effective Time, within 6 months following the Closing Date, to assign to Seller a face amount or (ii) that were unbilled as of the Effective Time (including Award Fees and Rate Variances), within 6 months after the date on which each of the same is billed, then in each such case, the Buyer will notify the Company in writing, identifying such unpaid Accounts Receivable (and the "Reassigned Receivables") equal amounts outstanding on the applicable date. Within ten days following receipt of the Buyer's notice and the re-assignment to the uncollected portion of any Accounts Receivable included on the Closing Balance Sheet that have not been collected by Buyer within 120 days after the Closing Date; provided, however, prior to such reassignment, Buyer shall cause the Company, under the direction Company of the Shareholderapplicable Accounts, to use its reasonable best efforts to collect the Accounts Receivables and Buyer shall not release any party from liability for any unpaid Accounts Receivable without Company will pay the prior written consent of Seller. Buyer shall deliver to Seller all documents that relate to the Reassigned Receivables and any similar documents generated by Buyer after the Closing Date. Upon receipt of a document from Buyer transferring the Reassigned Receivables to Seller, Seller shall promptly pay Buyer the face full amount of the Reassigned Receivables. Buyer shall cooperate with Seller in any reasonable collection efforts relating to the Reassigned Receivables. (b) The parties agree that, in the absence of specific customer instructions to apply, or not to apply, payments to specific invoices, the payments received by Buyer from customers of the Business subsequent to the Closing Date shall be applied against the oldest outstanding balances unpaid balance of such Accounts Receivablesspecified in the Buyer's notice by wire transfer of immediately available funds to the account of the Buyer specified in the notice. After Any dispute with respect to the application of this Section 5.9 shall be resolved by the Independent Accountant, whose decision shall be deemed final and conclusive. The fees and expenses of the Independent Accountant in resolving all such disputes shall be borne one-half by the Buyer has assigned and one-half by the Reassigned Receivables to Seller, if Buyer receives payment from a customer for suchCompany.

Accounts Receivable Guarantee. (a) Buyer shall have Notwithstanding anything herein to the rightcontrary, at any time after the 120th day and before Purchase Price will be reduced dollar-for-dollar by the 130th day following the Closing Date, to assign to Seller a face aggregate amount of the accounts receivable of Seller in existence as of the Closing, all of which accounts receivable are listed on Schedule 2.3 - Accounts Receivable (the "Reassigned ReceivablesAccounts Receivable"), which are uncollected by Purchaser (the "Uncollected Receivables Amount") equal to as of the uncollected portion of any Accounts Receivable included on 90th day following the Closing Balance Sheet that have not been collected by Buyer Date (the "Receivables Determination Date"). If there is an Uncollected Receivables Amount, Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within 120 days two (2) Business Days after the Closing Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, Seller shall pay to 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 Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and Purchaser regarding receivables of such account debtor accrued prior to such reassignmentthe Closing Date, Buyer all payments by an account debtor shall cause first be applied to the Companyoldest outstanding invoice due from that account debtor, under and (ii) in the direction case of a dispute between Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the Shareholder, to use its next oldest invoice due from that account debtor. Purchaser shall make every reasonable best efforts effort to collect the Accounts Receivables and Buyer shall not release any party from liability for any unpaid Accounts Receivable without the prior written consent of Seller. Buyer shall deliver to Seller all documents that relate to the Reassigned Receivables and any similar documents generated by Buyer after the Closing Date; provided that Purchaser shall not be required to retain a collection agency, bring any suit, or take any other action out of the ordinary course of business to collect any of the Accounts Receivable. Upon receipt of a document from Buyer transferring To the Reassigned Receivables to Seller, Seller shall promptly pay Buyer extent that Purchaser has not collected the face full amount of the Reassigned Receivables. Buyer Accounts Receivable and Purchaser has been compensated therefor in accordance with this Section, Purchaser shall cooperate with assign any such uncollected Accounts Receivable to Seller in any reasonable collection efforts relating by the fifth day following the Receivables Determination Date, and Purchaser shall also deliver to Seller the Reassigned Receivables. (b) The parties agree that, in the absence records of specific customer instructions to apply, or not to apply, payments to specific invoices, the payments received by Buyer from customers of the Business subsequent to the Closing Date shall be applied against the oldest outstanding balances of all such uncollected Accounts Receivables. After Buyer has assigned the Reassigned Receivables to Seller, if Buyer receives payment from a customer for suchReceivable assigned.

Accounts Receivable Guarantee. (a) Buyer shall have the right, at any time after the 120th 180th day and before the 130th 240th day following the Closing DateEffective Time of Closing, to cause the Company to assign to Seller a face amount of Accounts Receivable Sellers any accounts receivable (the "Reassigned Receivables") equal to the uncollected portion of any Accounts Receivable included meaning those items identified as accounts receivable on the Closing Current Balance Sheet or the Closing Financial Statements (less an allowance for uncollectible accounts) which shall specifically exclude "recoverable income taxes" on the Current Balance Sheet or Closing Financial Statements) outstanding at the Effective Time of Closing that have not been collected by Buyer the Company within 120 180 days after the Effective Time of Closing Date(the "Assigned Receivables"); provided, however, that prior to such reassignmentassignment, Buyer shall cause the Company, under the direction of the Shareholder, Company to use its reasonable best commercial efforts to collect such accounts receivable and the Accounts Receivables and Buyer Company shall not release any party from liability for any unpaid Accounts Receivable accounts receivable without the prior written consent of SellerSellers; and provided, further the Assigned Receivables shall not include any notes receivable that are being paid in accordance with their terms during the 120 day period following the Effective Time of Closing. Buyer shall cause the Company to deliver to Seller Sellers all documents that relate to the Reassigned Assigned Receivables and any similar documents generated with respect thereto by Buyer the Company after the Closing Date. Upon receipt of a document from Buyer the Company transferring the Reassigned Assigned Receivables to SellerSellers, Seller Sellers shall promptly pay Buyer by wire transfer an amount equal to the face amount of the Reassigned ReceivablesAssigned Receivables (the "Receivables Payment") to be paid to the Buyer. Buyer shall cause the Company to cooperate with Seller Sellers in any reasonable collection efforts relating to the Reassigned Assigned Receivables. (b) The parties agree that, in the absence of specific customer instructions to apply, or not to apply, payments to specific invoices, the payments received by Buyer from customers of the Business subsequent to the Closing Date shall be applied against the oldest outstanding balances of such Accounts Receivables. After Buyer has assigned the Reassigned Receivables to Seller, if Buyer receives payment from a customer for such.

Accounts Receivable Guarantee. (a) Buyer shall have the ----------------------------- right, at any time after the 120th 180th day and before the 130th 240th day following the Closing DateEffective Time of Closing, to cause the Company to assign to Seller a face amount of Accounts Receivable Sellers any accounts receivable (the "Reassigned Receivables") equal to the uncollected portion of any Accounts Receivable included meaning those items identified as accounts receivable on the Closing Current Balance Sheet or the Closing Financial Statements (less an allowance for uncollectible accounts) which shall specifically exclude "recoverable income taxes" on the Current Balance Sheet or Closing Financial Statements) outstanding at the Effective Time of Closing that have not been collected by Buyer the Company within 120 180 days after the Effective Time of Closing Date(the "Assigned Receivables"); provided, however, that prior to such reassignmentassignment, Buyer shall -------- ------- cause the Company, under the direction of the Shareholder, Company to use its reasonable best commercial efforts to collect such accounts receivable and the Accounts Receivables and Buyer Company shall not release any party from liability for any unpaid Accounts Receivable accounts receivable without the prior written consent of SellerSellers; and provided, further the Assigned Receivables shall not include any notes receivable that are being paid in accordance with their terms during the 120 day period following the Effective Time of Closing. Buyer shall cause the Company to deliver to Seller Sellers all documents that relate to the Reassigned Assigned Receivables and any similar documents generated with respect thereto by Buyer the Company after the Closing Date. Upon receipt of a document from Buyer the Company transferring the Reassigned Assigned Receivables to SellerSellers, Seller Sellers shall promptly pay Buyer by wire transfer an amount equal to the face amount of the Reassigned ReceivablesAssigned Receivables (the "Receivables Payment") to be paid to the Buyer. Buyer shall cause the Company to cooperate with Seller Sellers in any reasonable collection efforts relating to the Reassigned Assigned Receivables. (b) The parties agree that, in the absence of specific customer instructions to apply, or not to apply, payments to specific invoices, the payments received by Buyer from customers of the Business subsequent to the Closing Date shall be applied against the oldest outstanding balances of such Accounts Receivables. After Buyer has assigned the Reassigned Receivables to Seller, if Buyer receives payment from a customer for such.