Common use of Accounts Receivable Payment Clause in Contracts

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 discretion, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 Within fifteen (15) days after the event that earlier of (i) the aggregate date which occurs one year after the Commencement Date hereunder or (ii) the date on which an initial public offering of the Buyer's common stock pursuant to the Securities Act of 1933 is consummated (the "Determination Date"), the Buyer shall furnish to the Seller a statement setting forth the amount of collections received by the Buyer in payment of the Accounts Receivable as of the Determination Date (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, The amount by which the A/R Collections exceed the sum of $1,703,828 is hereinafter referred to as of the Determination Date, "A/R Balance." The Buyer shall deliver to the Seller a check in an amount equal to the A/R Balance together with the statement referred to in this Section 2.3(a). If the A/R Collections are less than the A/R Amount (such deficit being referred to herein as the "A/R Shortfall")$1,703,828, the Seller shall pay the A/R Shortfall deliver to the Buyer by a check in six an amount equal monthly installments (the first payment due 10 days after delivery of the Final Statement)to such difference. The parties hereto acknowledge and agree that after delivery of Buyer or the Final Statement and payment in full of the A/R Balance or A/R ShortfallSeller, as the case may be, neither party shall have may offset any other obligation amount payable by it under this Section 2.3(a) against any amounts owed to it by the other party with respect to hereto under this Agreement or the Accounts Receivable, except that all remaining uncollected Accounts Receivable shall be turned over to Management Services Agreement. Any amounts payable by the Seller for disposition in such manner as Buyer or the Seller, in its sole discretionas the case may be, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of under this Section 2.3(a)) shall be payable over the six (6) month period immediately following the date when due in six equal monthly installments. (b) The parties shall confer promptly after the Seller's receipt of the notice and check described in Section 2.3(a) for the purpose of determining the amount of collections then anticipated to be realized after the Determination Date in respect of the then-outstanding Accounts Receivable. If the parties agree on an amount that represents the amount of such collections anticipated to be realized, the Buyer shall promptly pay such amount to the Seller in full satisfaction of the Buyer's obligation to purchase the Accounts Receivable hereunder. If the parties fail to so agree, the Buyer shall pay to the Seller on a monthly basis, within fifteen (15) days after the end of each month, commencing with the month next following the month in which the Determination Date occurred, an amount equal to the actual amount of collections received by the Buyer during the prior month in respect of any of the then-outstanding Accounts Receivable, such payments to continue until the Accounts Receivable have been collected in full or agreed by the parties to be written off. It is the intention of the parties that an amount equal to any and all payments received by the Buyer in respect of the Accounts Receivable be paid by the Buyer to the Seller. (c) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 Within fifteen (15) days after the event that date which occurs one year after the aggregate date hereof (the "Determination Date"), the Buyer shall furnish to the Seller a statement setting forth the amount of collections received by the Buyer in payment of the Accounts Receivable as of the Determination Date (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 If the amount of the Determination Date, A/R Collections exceeds the A/R Collections are less than Initial Payment Amount, the Buyer shall promptly pay to the Seller an amount equal to the amount of such excess. If the A/R Initial Payment Amount (such deficit being referred to herein as exceeds 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 amount of the A/R Balance or A/R ShortfallCollections, as the case may be, neither party Seller shall have any other obligation promptly pay to the other party with respect Buyer an amount equal 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 discretion, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a)excess. (b) Commencing with the month next following the month in which the Determination Date occurred, the Buyer shall pay to the Seller on a monthly basis, within fifteen (15) days after the end of each month, an amount equal to the actual amount of collections received by the Buyer during the prior month in respect of any of the then-outstanding Accounts Receivable, such payments to continue until the Accounts Receivable have been collected in full or agreed by the parties to be written off. It is the intention of the parties that an amount equal to any and all payments received by the Buyer in respect of the Accounts Receivable be paid by the Buyer to the Seller. (c) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 Within fifteen (15) days after the event that earlier of (i) the aggregate date which occurs one year after the Commencement Date hereunder or (ii) the date on which an initial public offering of the Buyer's common stock pursuant to the Securities Act of 1933 is consummated (the "Determination Date"), the Buyer shall furnish to the Seller a statement setting forth the amount of collections received by the Buyer in payment of the Accounts Receivable as of the Determination Date (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 amount by which the A/R Collections are less than exceed the A/R Amount (such deficit being sum of $2,224,000 is hereinafter referred to herein as the "A/R Shortfall"), Balance." The Buyer shall deliver to the Seller shall pay the A/R Shortfall to the Buyer by a check in six an amount 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 to the A/R Balance or A/R Shortfall, as together with the case may be, neither party shall have any other obligation statement referred 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 discretion, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) The parties shall confer promptly after the Seller's receipt of the notice and check described in Section 2.3(a) for the purpose of determining the amount of collections then anticipated to be realized after the Determination Date in respect of the then- outstanding Accounts Receivable. If the parties agree on an amount that represents the amount of such collections anticipated to be realized, the Buyer shall promptly pay such amount to the Seller in full satisfaction of the Buyer's obligation to purchase the Accounts Receivable hereunder. If the parties fail to so agree, the Buyer shall pay to the Seller on a monthly basis, within fifteen (15) days after the end of each month, commencing with the month next following the month in which the Determination Date occurred, an amount equal to the actual amount of collections received by the Buyer during the prior month in respect of any of the then- outstanding Accounts Receivable, such payments to continue until the Accounts Receivable have been collected in full or agreed by the parties to be written off. It is the intention of the parties that an amount equal to any and all payments received by the Buyer in respect of the Accounts Receivable be paid by the Buyer to the Seller. (c) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 Within fifteen (15) days after the event that date which occurs one year after the aggregate date hereof (the "Determination Date"), the Buyer shall furnish to the Seller a statement setting forth the amount of collections received by the Buyer in payment of the Accounts Receivable as of the Determination Date (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 balance of the Accounts Receivable, and any other detail relating thereto as the Seller may reasonably request. If, as If the amount of the Determination Date, A/R Collections exceeds the A/R Collections are less than Initial Payment Amount, the Buyer shall promptly pay to the Seller an amount equal to the amount of such excess. If the A/R Initial Payment Amount (such deficit being referred to herein as exceeds 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 amount of the A/R Balance or A/R ShortfallCollections, as the case may be, neither party Seller shall have any other obligation promptly pay to the other party with respect Buyer an amount equal 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 discretion, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a)excess. (b) Commencing with the month next following the month in which the Determination Date occurred, the Buyer shall pay to the Seller on a monthly basis, within fifteen (15) days after the end of each month, an amount equal to the actual amount of collections received by the Buyer during the prior month in respect of any of the then-outstanding Accounts Receivable, such payments to continue until the Accounts Receivable have been collected in full or agreed by the parties to be written off. It is the intention of the parties that an amount equal to any and all payments received by the Buyer in respect of the Accounts Receivable be paid by the Buyer to the Seller. (c) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 time prior to June 30, 1998 the first anniversary of the Signature Date (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 balance 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 (the "Remainder") shall be turned over to the Seller for disposition in such manner as the Seller, in its sole discretion, shall determine. If the Buyer or any of its employees, including any Administrative Personnel (as defined in the Management Services Agreement) assists the Seller, the Practicing Physicians or the Medical Group in collecting the Remainder, the Seller shall pay the Buyer on the first of each month a collection fee equal to six percent (6%) of that portion of the Remainder collected during the preceding month. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 time prior to June 30, 1998 the first anniversary of the Signature Date (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 balance 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 (the "Remainder") shall be turned over to the Seller for disposition in such manner as the Seller, in its sole discretion, shall determine. If the Buyer or any of its employees, including any Administrative Personnel (as defined in the Management Services Agreement) assists the Seller in collecting the Remainder, the Seller shall pay the Buyer on the first of each month a collection fee equal to six percent (6%) of that portion of the Remainder collected during the preceding month. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

Accounts Receivable Payment. The portion of the Purchase Price specified in Section 2.1(b) is subject to adjustment and Accounts Receivable Payment shall be calculated and paid or repaid as follows: (aA) On the date that is three (3) business days prior to the Closing Date, Seller's Chief Financial Officer shall deliver to Buyer a preliminary calculation (the "Initial AR Calculation") of the amount of the Accounts Receivable outstanding as of the close of business on the date that is five (5) business days prior to the Closing Date, less all Seller Authorized Deductions as of such date. On the Closing Date, Buyer shall pay to Seller by wire transfer in immediately available funds in accordance with wire transfer instructions provided by Seller to Buyer prior to the Closing, an amount equal to 70% of the Initial AR Calculation (the "Initial Accounts Receivable Payment"). (B) No later than ten (10) days after the Closing Date, Seller's Chief Financial Officer shall deliver to Buyer a final calculation (the "Final AR Calculation") of the Accounts Receivable outstanding as of the close of business on the date immediately preceding the Closing Date, less all Seller Authorized Deductions as of such date. In the event that the aggregate amount Final AR Calculation shall be greater than the Initial AR Calculation, then, (i) if Buyer does not deliver an Objection Notice (as hereinafter defined) as provided in Section 1.5(d), within ten (10) days after receipt by Buyer of collections received the Final AR Calculation, or (ii) if Buyer delivers an Objection Notice as provided in Section 1.5(d), on the fifth business day following the earlier of (A) the resolution by Seller and Buyer of the objections in the Objection Notice or (B) receipt by Seller and Buyer of the report of the independent accounting firm as described in Section 1.5(d), Buyer shall pay to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Seller to Buyer, the difference between (iii) 70% of the Final AR Calculation less (iv) the Initial Accounts Receivable Payment. In the event that the Final AR Calculation shall be less than the Initial AR Calculation, then, (v) if Buyer does not deliver an Objection Notice as provided in Section 1.5(d), within ten (10) days after receipt by Buyer of the Final AR Calculation, or (vi) if Buyer delivers an Objection Notice as provided in Section 1.5(d), on the fifth business day following the earlier of (A) the resolution by Seller and Buyer of the objections in the Objection Notice or (B) receipt by Seller and Buyer of the report of the independent accounting firm as described in Section 1.5(d), Seller shall pay to Buyer by wire transfer of immediately available funds in accordance with wire transfer instructions provided by Buyer to Seller, the difference between (vii) the Initial Accounts Receivable Payment less (viii) 70% of the Final AR Calculation. (C) Contemporaneously with the delivery by Seller to Buyer of the Initial AR Calculation, Seller will deliver to Buyer in payment reasonable detail Seller's estimate of deductions and credits for markdowns and returns authorized by Seller in writing prior to the Closing in respect of the Accounts Receivable (the "A/R CollectionsMarkdown Estimate"), at any point prior . (D) Subject to June 30, 1998 (the "Determination Date"confidentiality provisions contained in Section 10.1(b), exceeds the A/R Amount (such excess amount being referred to herein as an "A/R Balance"), the Seller shall provide 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 its Representatives (as hereinafter defined) full access to Sellers' books and records relating to Seller's calculations contemplated by Sections 1.5(a), a check (b) and (c), and Seller shall cooperate, and use its commercially reasonable efforts to cause its Representatives to cooperate, with Buyer and its Representatives in an amount, if any, equal connection with Buyer's review of such calculations and estimates and Seller's books and records relating to such calculations and estimates. (E) Buyer may object to the A/R Balance as determination of the Determination Date less Initial AR Calculation or the total amount Final AR Calculation and the Accounts Receivable Payment based upon Seller's calculations contemplated by Sections 1.5(a) and (b) by written notice to Seller (the "Objection Notice") no later than ten (10) days after receipt by Buyer of all payments made the Final AR Calculation. Each of Buyer and Seller shall, in good faith, use reasonable efforts to the Seller prior to resolve any disputes regarding such date pursuant to this Section 2.3(a)calculations. Within If a final resolution is not reached within thirty (30) days after Buyer has submitted its Objection Notice, Buyer and Seller shall submit any unresolved objections for resolution to a nationally recognized independent accounting firm mutually acceptable to Seller and Buyer, who shall, within thirty (30) days of such submission, determine and report to Buyer and Seller upon the Determination Dateremaining objections. Such report shall be final, binding and conclusive on Buyer and Seller, and the Initial AR Calculation, 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 AR Calculation and/or 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 (Receivable Payment based upon 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 Shortfallcalculations, as the case may be, neither party shall have any other obligation be adjusted accordingly. The fees and expenses incurred by such firm shall be borne equally by both parties. (F) In the event that the deductions and credits for markdowns and returns authorized by Seller in writing prior to the other party with Closing in respect to of the Accounts ReceivableReceivable exceed the amount of such deductions and credits as set forth in the Markdown Estimate by more than five percent (5%) (the "Markdown Excess"), except that all then, no later than ninety (90) days after the delivery to Buyer of the Markdown Estimate, Buyer shall so inform Seller and shall provide Seller its calculations, in reasonable detail, in respect thereof. Within ten (10) days of being informed by Buyer of any such Markdown Excess and receiving such calculations without objection by Seller, Seller shall pay to Buyer an amount equal to such Markdown Excess (the "Markdown Payment"). Seller, however, may object to such amount and Buyer's calculation of the Markdown Excess by written notice to Buyer within ten (10) days of being so informed by Buyer of any such Markdown Excess and receiving such calculations. Each of Buyer and Seller shall, in good faith, use reasonable efforts to resolve any disputes regarding Seller's objections. If a final resolution is not reached within thirty (30) days after Seller has submitted its objections, Buyer and Seller shall submit any unresolved objections for resolution to a nationally recognized independent accounting firm mutually acceptable to Seller and Buyer, who shall, within thirty (30) days of such submission, determine and report to Buyer and Seller upon the remaining uncollected Accounts Receivable objections. Such report shall be turned over to the Seller for disposition in such manner as the final, binding and conclusive on Buyer and Seller, in its sole discretion, and the Markdown Excess and the Markdown Payment shall determinebe adjusted accordingly. The fees and expenses incurred by such firm shall be borne equally by both parties. Notwithstanding anything to the contrary contained hereinforegoing, in the event that the Management Services Agreement is terminated deductions and credits for markdowns and returns authorized by Seller in writing prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment Closing in respect of a particular invoice the Accounts Receivable exceed the amount of such deductions and credits as set forth in the Markdown Estimate by five percent (5%) or otherwise is designated as payment of a particular invoice less, then Seller shall not be required to pay to Buyer any amounts in respect thereof and Seller shall have no liability or for a particular serviceobligation with respect to such excess.

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 followsset forth below: (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 September 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 discretion, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.

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 Within thirty (30) days after March 1, 1998 (the event that "Determination Date"), the Buyer shall furnish to the Seller a statement (the "Final Statement") setting forth the aggregate amount of collections received by the Buyer in payment of the Accounts Receivable as of the Determination Date (the "A/R Collections"), at including detail of write-offs of any point prior to June 30of the Accounts Receivable, 1998 (the "Determination Date")remaining outstanding balance of the Accounts Receivable, and any other detail relating thereto as the Seller may reasonably request. In the event that the A/R Collections exceeds the A/R Amount (such excess amount being referred to herein as an "A/R Balance"), the Buyer shall pay deliver to the Seller on the last day of the month occurring within 30 days after the month Determination Date a check 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 requestBalance. 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 discretion, shall determine. Notwithstanding anything to the contrary contained herein, in the event that the Management Services Agreement is terminated prior to the Determination Date, such date of termination shall be deemed the Determination Date for purposes of this Section 2.3(a). (b) All payments by patients and third party payors shall be accounted for on a first-in-first-out basis unless any such payment is identified as a payment in respect of a particular invoice or otherwise is designated as payment of a particular invoice or for a particular service.