ACCOUNTS RECEIVABLE TRUE-UP. (a) At Closing, Sellers shall deliver to Buyer an accounts receivable aging report, including all invoices issued for the last completed month immediately prior to the Closing (the “Aging Report”), dated as of the Closing Date, organized by invoice number and specifying in reasonable detail the Company’s net accounts receivable (the “Receivables”). The Sellers shall update the Aging Report to include invoices for the month in which the Closing occurred following the closing of the books and records of the Company for such month by the Buyer in the ordinary course and consistent with past practices.
(b) From and after Closing until the one hundred eighty day (180) anniversary of the Closing Date (the “Collection Period”), Buyer shall use commercially reasonable best efforts to collect the Receivables. Within ten (10) Business Days of the end of each calendar month included in the Collection Period, Buyer shall provide to Seller and Parent a Receivables aging report, organized by invoice number and specifying in reasonable detail the collection and aging of the Receivables.
(c) If, upon the expiration of the Collection Period, any of the Receivables as set forth on the Aging Report have not been collected for any reason including but not limited to a bankruptcy proceeding by a debtor (such Receivables, the “Uncollected Receivables”), Sellers, upon receipt of the Receivables Notice, shall pay to Buyer an amount (the “True-Up Amount”) not to exceed One Million U.S. Dollars ($1,000,000) (the “True-Up Amount Cap”) with respect to the Uncollected Receivables which are identified by Buyer in a written notice (such notice, the “Receivables Notice”) to be delivered by Buyer, in its sole discretion, to Seller no later than fifteen (15) Business Days after the expiration of the Collection Period. For the avoidance of doubt if the Buyer does not deliver the Receivables Notice within fifteen (15) Business Days after the expiration of the Collection Period, the Sellers shall be under no obligation to pay the True-Up Amount at any point.
(d) Within ten (10) Business Days of the receipt of the Receivables Notice (the “Payment Date”), Sellers shall pay to Buyer the True-Up Amount (subject to the True-Up Amount Cap) in immediately available U.S. funds by a wire transfer to an account designated in writing by Buyer. Promptly upon receipt of the True-Up Amount, Buyer shall assign to Sellers free and clear of all Encumbrances, all of Buyer’s rights with respect to such Uncollec...
ACCOUNTS RECEIVABLE TRUE-UP. (a) By no later than ninety (90) days after the Closing, there shall be a dollar for dollar adjustment to the total dollar amount of Closing Date First Projected Accounts Receivable, compared to the Accounts Receivable that are outstanding as of the Closing Date (the “Closing Date Second Projected Accounts Receivable”). The calculation of the Closing Date Second Projected Accounts Receivable contemplated by this Section 3.5 shall include amounts calculated in accordance with GAAP and consistent with the methodology for calculating the Closing Date First Projected Accounts Receivable as set forth on Schedule 2.6(e). Within fifteen (15) days following determination of the Closing Date Second Projected Accounts Receivable, any difference between the amount of the Closing Date First Projected Accounts Receivable and the Closing Date Second Projected Accounts Receivable shall be paid (i) to Seller if the Closing Date Second Projected Accounts Receivable exceeds the Closing Date First Projected Accounts Receivable, or
ACCOUNTS RECEIVABLE TRUE-UP. (a) On the True-Up Date, Seller shall prepare and deliver to Purchaser a final statement of Accounts Receivable outstanding as of the close of business on the Closing Date (the "CLOSING DATE ACCOUNTS RECEIVABLE STATEMENT") showing the outstanding Accounts Receivable as of the Closing Date, determined after deduction of applicable AR Discounts.
(b) In the event that the Accounts Receivable shown on the Closing Date Accounts Receivable Statement are greater than the Estimated Accounts Receivable, Purchaser shall pay to Seller, on the first Business Day following the True-Up Date, an amount equal to sixty-five percent (65%) of such excess. In the event that the Estimated Accounts Receivable are greater than the Accounts Receivable shown on the Closing Date Accounts Receivable Statement, Seller shall refund to Purchaser, on the first Business Day following the True-Up Date, an amount equal to sixty-five percent (65%) of such excess. The provisions of this SECTION 2.6 shall not affect the rights of Seller to receive payments pursuant to SECTION 2.4(C).
ACCOUNTS RECEIVABLE TRUE-UP. (a) As soon as possible after the date hereof, but in any event not later than one hundred twenty (120) days after the date hereof, the Company shall cause to be prepared and delivered to Rock-Tenn and Sonoco a report of the Accounts Receivable of the Company as of the date hereof (the "Accounts Receivable Report"), which shall describe (i) the aggregate "Adjusted Accounts Receivable Value" (as hereinafter defined) of the Company as of the date hereof, (ii) the aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof by Rock- Tenn, and (iii) the aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof by Sonoco. The aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof by Rock-Tenn and Sonoco, respectively, shall be (i) in the case of Rock-Tenn, the aggregate amount of all Accounts Receivable contributed to the Company by Rock-Tenn on the date hereof, and (ii) in the case of Sonoco, the aggregate amount of all Accounts Receivable contributed to the Company by Sonoco on the date hereof. The aggregate Adjusted Accounts Receivable Value contributed to the Company on the date hereof shall be the sum of the aggregate Adjusted Accounts Receivable Value contributed by Rock-Tenn and Sonoco to the Company on the date hereof.
(b) Rock-Tenn and Sonoco shall review the Accounts Receivable Report promptly upon receiving it to determine whether (i) the aggregate Adjusted Accounts Receivable Value contributed to the Company by Rock-Tenn on the date hereof as shown in the Accounts Receivable Report is
ACCOUNTS RECEIVABLE TRUE-UP. (a) On the True-Up Date, Seller shall prepare and deliver to Purchaser a final statement of Eligible Accounts Receivable outstanding as of the close of business on the Effective Date (the "EFFECTIVE DATE ACCOUNTS RECEIVABLE STATEMENT").
(b) In the event that the Eligible Accounts Receivable shown on the Effective Date Accounts Receivable Statement are greater than the Estimated Accounts Receivable, Purchaser shall pay to Seller, on the first Business Day following the True-Up Date, an amount equal to the applicable Discount Percentage of such excess. In the event that the Estimated Accounts Receivable are greater than the Eligible Accounts Receivable shown on the Effective Date Accounts Receivable Statement, Seller shall refund to Purchaser, on the first Business Day following the True-Up Date, an amount equal to the applicable Discount Percentage of such excess.
(c) If any party receives or otherwise acquire funds (including, but not limited to, rebates, warranty proceeds, incentives, Accounts Receivable, deposits and asset dispositions, in any form whatsoever), which are properly due and payable to any other party to this Agreement, the recipient of such funds shall immediately (and within three business days following the receipt thereof) forward such funds to the other party at the address provided in SECTION 12.2 hereof.
ACCOUNTS RECEIVABLE TRUE-UP. Not fewer than ten (10) Business Days prior to the first anniversary of the Closing Date, CH2M HILL shall notify Sellers’ Representative of the amount then remaining unpaid of the Outstanding Receivables. CH2M HILL shall be entitled to assert a claim for indemnification with respect to the entire balance of the Outstanding Receivables remaining unpaid as of the first anniversary of the Closing Date in accordance with Section 10.2 (Indemnification and Payment of Losses by Sellers—General), to the extent in excess of reserves. To the extent that after recovering on any such claim in respect of unpaid receivables (through release of Holdback Amounts), CH2M HILL, VECO or its Affiliates collect in respect of such unpaid receivable at any time after the Closing Date up to the third anniversary of the Closing Date, but not thereafter, CH2M HILL shall promptly remit such amount to the Sellers’ Representative for remittance to each Seller based on such Seller’s Pro Rata Share. If the Consolidated Acquired Companies receive amounts in respect of the Outstanding Receivables in excess of the amount of such receivables net of reserves that are reflected on the accounting records of the Consolidated Acquired Companies as of the Closing Date, then CH2M HILL shall promptly remit such excess amount to the Sellers’ Representative for remittance to each Seller based on such Seller’s Pro Rata Share.
ACCOUNTS RECEIVABLE TRUE-UP. Prior to the one-hundred twenty-fifth (125th) day following the Closing Date, Purchaser shall deliver to Seller a schedule setting forth with particularity the amount of Closing Date Receivables (broken down by invoice) included within the Purchased Assets that were collected by Purchaser within one hundred twenty (120) days following the Closing Date (the “Collected Receivables”). To the extent that the Collected Receivables are less than the Closing Date Receivables (net of applicable reserves) as finally determined pursuant to Section 1.7(b), Seller shall cause the Escrow Agent to disburse to Purchaser, out of the Escrow Amount held by the Escrow Agent under the Escrow Agreement, the amount, if any, by which the Collected Receivables are less than the Closing Date Receivables. Purchaser hereby agrees to make, during the one hundred twenty (120) day period following the Closing Date, a bona fide good faith effort to pursue and collect the Closing Date Receivables in the ordinary course of the business of Purchaser and in accordance with Purchaser’s past practices of collecting receivables, and will not, within such one hundred twenty (120) day period, discount, reduce or write off any Closing Date Receivables or any portion thereof for any reason, except in the event a Closing Date Receivable or a portion thereof, as applicable, is determined by Purchaser in good faith to be uncollectible, after such bona fide good faith effort by Purchaser to collect said Closing Date Receivable.
ACCOUNTS RECEIVABLE TRUE-UP. The following Section 3.5 is hereby added to the Agreement:
