Accounts Receivable Payment. The portion of the Purchase Price specified in Section 2.1(b) is subject to adjustment and shall be paid or repaid as follows:
(a) In the event that the aggregate amount of collections received by the Buyer in payment of the Accounts Receivable (the "A/R Collections"), at any point prior to June 30, 1998 (the "Determination Date"), exceeds the A/R Amount (such excess amount being referred to herein as an "A/R Balance"), the Buyer shall pay to the Seller on the last day of the month occurring after the month in which the Buyer first determines such A/R Balance exists (such month in which the Buyer determines that an A/R Balance occurred being referred to as the "Threshold Month") an amount equal to the A/R Balance that had accrued through the last day of the Threshold Month and, on the last day of each month occurring thereafter through and including the Determination Date, the Buyer shall pay to the Seller an amount, if any, equal to the A/R Balance as of the last day of the previous month, less, in each case, the aggregate amount previously paid pursuant to this sentence. The Buyer shall deliver to the Seller, within 30 days after delivery of the Final Statement (as hereinafter defined), a check in an amount, if any, equal to the A/R Balance as of the Determination Date less the total amount of all payments made to the Seller prior to such date pursuant to this Section 2.3(a). Within thirty (30) days after the Determination Date, the Buyer shall furnish to the Seller a statement (the "Final Statement") setting forth the A/R Collections, including detail of write-offs of any of the Accounts Receivable, the remaining outstanding balances of the Accounts Receivable, and any other detail relating thereto as the Seller may reasonably request. If, as of the Determination Date, the A/R Collections are less than the A/R Amount (such deficit being referred to herein as the "A/R Shortfall"), the Seller shall pay the A/R Shortfall to the Buyer by check in six equal monthly installments (the first payment due 10 days after delivery of the Final Statement). The parties hereto acknowledge and agree that after delivery of the Final Statement and payment in full of the A/R Balance or A/R Shortfall, as the case may be, neither party shall have any other obligation to the other party with respect to the Accounts Receivable, except that all remaining uncollected Accounts Receivable shall be turned over to the Seller for disposition in such manner as the Seller, in its sole ...
Accounts Receivable Payment. (a) On the Closing Date, Sellers are providing Purchaser with a certificate of Sellers setting forth in detail (i) the face value of the Accounts Receivable of the Company as of the close of business on the day prior to the Closing Date (the “Closing Date Accounts Receivable”) and (ii) the amount of any bad debt reserves (the “Bad Debt Reserves”) with respect to the Closing Date Accounts Receivable.
(b) Purchaser shall, on and after the Closing Date, use commercially reasonable efforts to collect the Closing Date Accounts Receivable. Purchaser shall, after the Closing Date, also provide Sellers with reports from time to time as to the Closing Date Accounts Receivable collected.
(c) Not later than the fifth Business Day following the 180th day after the Closing Date, Purchaser shall provide Sellers with a written notice (the “Receivables Notice”) describing in reasonable detail all uncollected Closing Date Accounts Receivable, if any, and the total face amount thereof. Purchaser will sell, and Sellers agree to purchase, uncollected Closing Date Accounts Receivable specified by Purchaser, less the Bad Debt Reserves, for an aggregate purchase price equal to the total face amount thereof. After such uncollected Closing Date Accounts Receivable are purchased by Sellers, Purchaser will continue to make efforts to collect such Closing Date Accounts Receivable in the normal course of business, and any payments received thereon by Purchaser will be remitted to Sellers after deducting any expenses incurred in connection with such collection. To the extent that Purchaser collects Closing Date Accounts Receivable in excess of an amount equal to (x) the aggregate face value of the Closing Date Accounts Receivable less (y) the Bad Debt Reserves, Purchaser shall, within five (5) Business Days following such collection, remit to Sellers one hundred percent (100%) of such excess amount.
(d) Any amounts payable by Sellers to Purchaser pursuant to Section 1.03(c) above shall be paid in cash by Sellers to Purchaser within five (5) Business Days following the receipt of the Receivables Notice.
Accounts Receivable Payment. In the event that either Party hereto at any time receives any funds from any third party that are properly payable to the other Party hereto, the Party receiving such funds shall promptly remit such funds to the Party entitled to such funds.
Accounts Receivable Payment. 9 1.06 Further Assurances; Post-Closing Cooperation................... 10 1.07
Accounts Receivable Payment. In the event that Shareholder receives any funds from any third party that are properly payable to Buyer, Shareholder shall promptly remit such funds to Buyer.
Accounts Receivable Payment. (a) On the Closing Date, the Shareholders shall deliver to Parent a certificate (the "Receivables Certificate"), setting forth in detail (i) the face value of the Accounts Receivable of the Company as of the close of business on the day prior to the Closing Date (the "Closing Date Accounts Receivable") and (ii) the amount of any bad debt reserves with respect to the Closing Date Accounts Receivable. The face value of the Closing Date Accounts Receivable less (x)
Accounts Receivable Payment. The parties agree that no amount shall be payable to Sellers under Section 2.2(c) for Accounts Receivable or any other amounts under this section. Purchaser will use the Accounts Receivable to reimburse payors identified by Sellers as having claims reversed (approximately $200,000) and may retain the remainder.
Accounts Receivable Payment. On the second business day after the receipt by the Escrow Agent of a certificate of Purchaser in substantially the form of Annex VIII attached hereto (an "Accounts Receivable Certificate"), the Escrow Agent shall deliver to Purchaser, a certificate evidencing that number of whole Escrow Shares (ignoring fractions) equal to the quotient obtained by dividing the amount set forth on the Accounts Receivable Certificate by the Per Share Price, calculated as of the date of the Accounts Receivable Certificate.
Accounts Receivable Payment. 6 ARTICLE III
Accounts Receivable Payment. In the event that either Buyer or Sellers at any time receives any funds from any third party that are properly payable to another party hereto, the party receiving such funds shall promptly remit such funds to the party entitled to such funds.
