Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At Without limiting the generality of the provisions of Section 5.2, prior to the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business (but without responsibility business, consistent with Seller’s and its Subsidiaries’ past practice with respect to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following Acquired Assets. From and after the Closing DateClosing, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such accounts receivable during Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such one hundred twenty (120) day periodAccounts Receivable, including, without limitation, any amounts payable as interest thereon. In From and after the event Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the Buyers receive monies during extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the 120-day period following collection of any Accounts Receivable; it being agreed and understood that customers of the Closing Date Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from an advertiser who, after the Closing Date, is advertising on Seller and its Subsidiaries shall pay promptly to Purchaser the Stationsamount of any uncollected Accounts Receivable in cash, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Purchaser shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection assign and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn transfer back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Seller and its Subsidiaries shall not have take any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered action in connection with such collection efforts, nor shall that would adversely affect Purchaser’s ongoing business relationship with the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortscustomer(s).
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Netlogic Microsystems Inc), Purchase and Sale Agreement (Cypress Semiconductor Corp /De/), Purchase and Sale of Assets Agreement (Cypress Semiconductor Corp /De/)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the deliver Seller's existing accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing DateAccounts Receivable List. A schedule of such accounts receivable Such Accounts Receivable List will be delivered used by Buyer for purposes of collection only for the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course period of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day perioddays immediately following Closing (the "Collection Period"). In the event the Buyers receive monies Acting as Seller's agent, during the 120-day period following Collection Period Buyer shall have the Closing Date from an advertiser who, after the Closing Date, is advertising exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the StationsAccounts Receivable List, and but shall not be required to expend or advance any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that advertiser was included among the accounts receivable as is an account debtor for an account of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due Seller on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Accounts Receivable List shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the Buyers account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further responsibility for its collection obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and may accept payment from the account debtor for advertising carried Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on the Stations Seller's accounts receivable to Seller within fifteen (15) days after the Closing Date. At the end of each month in which such monies are collected. Upon expiration of the 120-day period following Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Closing DateCollection Period, Buyer will make final payment to Seller of the Buyers will turn back amounts collected on Seller's accounts and shall return to the Seller all each then uncollected Seller's account together with a final statement of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listoutstanding." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Brill Media Co LLC), Asset Purchase Agreement (Brill Media Co LLC), Asset Purchase Agreement (Brill Media Co LLC)
Collection of Accounts Receivable. At From and after the Closing, Seller shall pursuant to the Management Contract (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Contract is being terminated) and Buyer and Seller shall use their commercially reasonable efforts to cause IPS, pursuant to the IPS Contract (subject to that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing IPS Contract is being terminated), to xxxx for services provided by Seller to GAA prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable of Seller (determined pursuant to the Management Contract) attributable solely to services provided by Seller to GAA, pursuant to the Management Contract, prior to the Closing Date (collectively, the “Pre-Closing Seller Accounts Receivable”). Buyer shall have no obligation to file collection actions or lawsuits with respect to any such Pre-Closing Seller Accounts Receivable attributable to services provided by Seller to GAA prior to the Closing Date (or with respect to any “Pre-Closing Accounts Receivable” being accounts receivable attributable to services provided by GAA prior to the Closing Date); nor shall Buyer have any liability to Seller or Seller Owner for any failure by IPS to timely xxxx for services provided by GAA prior to the Closing Date or to collect any such Pre-Closing Accounts Receivable attributable to services provided by GAA prior to the Closing Date. This Section shall not apply with respect to any billing for services provided by Buyer on or after the Closing Date or any accounts receivable attributable to services provided by Buyer on or after the Closing Date (“Post-Closing GAA Accounts Receivable”).
5.8.1 Buyer shall pay to Seller, solely from Pre-Closing Accounts Receivable collections, by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month (which calendar month begins after the Closing Date), an amount equal to the positive difference (if any) between (a) the aggregate of the Pre-Closing GAA Accounts Receivable collected under the Management Contract (subject to such applicable Termination Agreement) during such immediately preceding calendar month (net of the billing and collection expense equal to six percent (6%) of Buyer’s net revenues attributable to such Pre-Closing Accounts Receivable in accordance with the IPS Contract, subject to such applicable Termination Agreement, minus (b) the sum of (i) all of the amounts, if any, paid by GAA or Buyer on or after the Closing attributable to GAA’s obligations with respect to trade and accounts payable and other operating expenses incurred or accrued for all periods on or prior to the Closing Date (including compensation payable to physicians and CRNAs employed or engaged by GAA and all billing and collection and management fees payable to Seller), plus (ii) Buyer’s operating expenses after the Closing Date (including, without limitation, the cost of CRNAs, physician labor, anesthesia drugs and supplies, any billing and collection expense and management fee (without double counting of such amounts deducted in subsection (a)), insurance, bank fees, Taxes and other expenses required by GAA to provide anesthesia services pursuant to the PSA Contracts) for the applicable calendar months (such amounts in subsection (b)(ii), collectively, the “Advanced Expenses”). Notwithstanding the foregoing, the reduction described in subsection (b)(ii) shall not apply after the first two calendar months after the Closing Date and nothing in subsection (b)(ii) shall be construed to mean that such expenses are the responsibility of Buyer nor affect any indemnification rights Buyer may have under Section 6. An example of the intended application of this Section 5.8.1 in conjunction with the application of Section 5.9 of the Other Acquisition Agreement, relating to the collection of GAA’s Pre-Closing Accounts Receivable) is set forth in the Accounts Receivable Worksheet attached hereto as Exhibit F. For avoidance of doubt, in no event will GAA or Buyer owe any amounts to Seller under this Section 5.8 (or the Seller will turn over under the Other Acquisition Agreement pursuant to the Buyers, for collection only, the accounts receivable Section 5.9 thereof) other than from collections of the Stations owing any Accounts Receivable attributable to the Seller as of the close of business on the day services provided by GAA before the Closing Date.
5.8.2 Beginning on March 10, 2015, Buyer shall begin to repay to Seller the Advanced Expenses (such payments to be made by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month). A schedule of such accounts receivable The first payment hereunder will be delivered due by March 10, 2015 and the tenth (10th) day of each calendar month thereafter until the Advanced Expenses are repaid to Seller in full; provided, however, all accrued and unpaid Advanced Expenses shall be immediately due and payable in full on or before June 10, 2015. The amount payable each month by Buyer with respect to the Buyers Advanced Expenses will equal the product of (a) twenty-five percent (25%) multiplied by (b) the positive difference, if any, between (i) the aggregate of the Post-Closing Accounts Receivable payable to Buyer during such immediately preceding calendar month (net of the billing and collection expense equal to six percent (6%) of GAA’s net revenues and management fee equal to four percent (4%) of the Buyer’s net revenues attributable to such Post-Closing Accounts Receivable, in each case attributable to such Post-Closing Accounts Receivable under the IPS Billing and Management Agreement as defined in the Other Acquisition Agreement), minus (b) all of the amounts paid by Buyer on or after the Closing Date attributable to Buyer’s obligations with respect to trade and accounts payable and all other operating expenses (of a nature described above in Section 5.8.1) incurred or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal accrued for all periods on or collection proceedings) to collect such accounts receivable during the 120-day period following after the Closing Date, and will remit other liabilities arising from Seller’s conduct of business for all payments received periods on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after or before the Closing Date.
5.8.3 Each monthly payment shall include a breakdown showing, is advertising on in reasonable detail, the Stations, and that advertiser was included among the accounts receivable as determination of the Closing Date, amount payable such month by the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account Buyer to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (CRH Medical Corp), Purchase and Sale Agreement (CRH Medical Corp)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerSellers, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller Sellers all of the accounts receivable of the Stations as of the Closing Date owing to the Seller Sellers which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller Sellers reasonable access to the accounts receivable "aging list." The Seller acknowledges Sellers acknowledge and agrees agree that the Buyers are acting as the Sellers' collection agent hereunder for the sole benefit of the Seller Sellers and that Buyers have accepted such responsibility for the accommodation of the SellerSellers. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller Sellers shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations Station owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on as of the one hundred twentieth (120th) last day of each month during this period, together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same; provided, however, the Buyers shall have no right to waive, negotiate, settle, or defer any such claim without Seller's consent. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts; provided, however, Buyers shall undertake customary billing efforts at no cost to Seller.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. (a) At the Closing, Sellers' Agents shall designate Purchaser as its agent solely for the Seller purposes of collecting the MMP Accounts Receivable. Purchaser will turn over to collect the Buyers, for collection only, MMP Accounts Receivable during the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers period beginning on the Closing Date and ending on the 180th day after the Closing Date (the "Collection Period") with the same care and diligence Purchaser uses with respect to its own accounts receivable and hold all such MMP Accounts Receivable in trust for Sellers until remitted by Purchaser to the Indemnification Escrow Agent or the Collections Account pursuant hereto. Purchaser shall not make any referral or compromise of any of the MMP Accounts Receivable to a collection agency or attorney for collection and shall not settle or adjust the amount of any of the MMP Accounts Receivable without the written approval of Sellers' Agent. If, during the Collection Period, Purchaser receives monies from an account debtor of Purchaser that is also an account debtor of MMP with respect to any MMP Accounts Receivable, Purchaser shall credit the sums received to the oldest account due, except where an account is disputed by the account debtor as soon properly due, and the account debtor has so notified Purchaser in writing, in which case, payments received shall be applied in accordance with the account debtor's instructions; provided that upon resolution of such dispute if any amounts in dispute are received by Purchaser, Purchaser shall remit such amounts to the Indemnification Escrow Agent in accordance with the Indemnification Escrow Agreement up to the amount of the Additional Indemnification Amount Deposit and, thereafter, to the Collections Account.
(b) On the ninetieth (90th) day after the Closing Date and on or before the fifth Business Day after the end of each full fifteen (15) day period thereafter during the Collection Period, Purchaser shall deliver to Sellers' Agents a list of the amounts collected by Purchaser before the end of such period with respect to the Accounts Receivable. On or before the fifth Business Day after the end of the Collection Period, Purchaser shall deliver to Sellers' Agents a list of all of the Accounts Receivable that remain uncollected.
(c) Sellers' Agents shall establish and maintain during the Collection Period (and for as possiblelong after the Collection Period as Sellers deem appropriate) a bank account (the "Collections Account") at a commercial bank in Norfolk, Virginia, as notified in writing by Sellers' Agents to Purchaser for the deposit of collections of the MMP Accounts Receivable in accordance with this Section 9.10. The Buyers agree Sellers' Agents shall have sole disbursement authority over the Collections Account. On the ninetieth (90th) day after the Closing Date (or if such day is not a Business Day, on the next succeeding Business Day), Purchaser shall (i) deposit with the Indemnification Escrow Agent pursuant to use commercially reasonable efforts the Indemnification Escrow Agreement all amounts collected with respect to any MMP Accounts Receivable, not to exceed the excess of $12,750,000 over the Initial Deposit (the "Additional Indemnification Amount Deposit"), and (ii) deposit in the ordinary course Collections Account any other MMP Accounts Receivable collected by Purchaser as of business such date. On and after the ninetieth (but without responsibility to institute legal or collection proceedings90th) to collect such accounts receivable during the 120-day period following after the Closing DateDate until the expiration of the Collections Period, and will remit all payments received on such accounts during this 120-day period on within five (5) Business Days of the one hundred twentieth end of each full fifteen (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (12015) day period, Purchaser shall deposit all amounts collected with respect to the Accounts Receivable with the Indemnification Escrow Agent pursuant to the Indemnification Escrow Agreement until the total of all amounts deposited pursuant to the previous sentence and this sentence equals the Additional Indemnification Amount Deposit and, thereafter, in the Collections Account. In Sellers' Agents shall be entitled to dispose of all amounts deposited in the event the Buyers receive monies during the 120-day period following the Closing Date Collections Account from an advertiser whotime to time as it chooses, after the Closing Date, is advertising on the Stationsin its sole discretion, and Purchaser and the Indemnification Escrow Agent shall have no rights therein; provided, however, that advertiser was included among Purchasers shall have no liability whatsoever to Sellers with respect to Sellers' Agents disposition of any amounts disbursed by Sellers' Agent from the accounts receivable as of Collections Account.
(d) After the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerCollection Period, the Buyers Purchaser shall have no further responsibility for its collection obligation hereunder other than (1) so long as Sellers' Agents continue to maintain the Collections Account, to deposit in such account any payments with respect to any of the MMP Accounts Receivable that Purchaser subsequently receives, and may accept payment from (2) thereafter, to remit directly to Sellers' Agents any payments with respect to any of the account debtor for advertising carried on the Stations MMP Accounts Receivable that Purchaser subsequently receives.
(e) Any MMP Accounts Receivable remaining uncollected 180 days after the Closing Date. At Date shall be transferred to Sellers' Agents, together with all files concerning the end of the 120-day period following the Closing Date, the Buyers will turn back collection or attempt to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collectedcollect such MMP Accounts Receivable hereunder, and the Buyers will Purchaser shall thereafter have no further responsibility with respect thereto.
(f) Purchaser shall have no right to setoff any amounts collected for MMP Accounts Receivable against any amounts owed to Purchaser by Sellers; provided that this Section 9.10 shall not be deemed to limit the collection right of such receivables. During Purchaser to make claims against the 120-day period following the Closing DateIndemnification Amount in accordance with, and subject to, the Buyers shall afford terms and conditions of this Agreement and the Seller reasonable access to the accounts receivable "aging listIndemnification Escrow Agreement." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc), Stock Purchase Agreement (Sinclair Broadcast Group Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the BuyersBuyer, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers Buyer on the Closing Date or as soon thereafter as possible. The Buyers agree Buyer agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on to the one hundred twentieth Seller within fifteen (120th15) day together business days after the end of that calendar month. The Buyer shall provide the Seller with an a monthly accounting of all payments received within such period. The Buyers shall have the sole right to collect on such accounts receivable within fifteen (15) business days after the end of each calendar month during such one hundred twenty (the 120) -day collection period. In the event the Buyers receive Buyer receives monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Buyer shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return Buyer returns a disputed account to the Seller, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers Buyer will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers Buyer will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers Buyer shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) tenth day of the next calendar month following receipt of the payment together with an accounting of all payments received within such periodmonth. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which that the account debtor refuses in writing to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing DateDate together with any written refusals to pay from the account debtor. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(dSECTION 6(D), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing DateDate (the "Collection Period"), and will remit all payments received on such accounts within ten days of the end of each month during this 120-day period on the one hundred twentieth (120th) day Collection Period together with an accounting of all payments received within during such periodmonth. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day periodthe Collection Period. In the event the Buyers receive monies during the 120-day period following the Closing Date Collection Period from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivablereceivable of which Buyers have received notice. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing DateCollection Period. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing DateCollection Period, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing DateCollection Period, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts, unless they result from Buyers' gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller deliver to the Buyers on a Schedule of Accounts Receivable (as defined below). Subject to the Closing Date or as soon thereafter as possible. The terms and conditions of this Section 5.5, the Buyers agree to use commercially reasonable efforts collect the Accounts Receivable for the benefit of the Sellers in the manner regularly pursued by the Buyers with respect to the collection of their own accounts receivable and in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during and the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have no liability to the sole right Sellers for uncollected Accounts Receivable. Prior to the Closing, the Sellers shall collect such accounts receivable during such the Accounts Receivable, and (i) from the Closing Date through the one hundred twenty (120) day period. In period following the event Xxxxx Effective Time (the "Xxxxx Collection Period") the Buyers receive monies during shall collect the cash proceeds from the Xxxxx Accounts Receivable (the "Xxxxx Collections") and (ii) from the Closing Date through the one hundred twenty (120-) day period following the Closing Date from an advertiser who, after Effective Time (the Closing Date, is advertising on the Stations"62nd Street Collection Period", and that advertiser was included among together with the accounts receivable as of Xxxxx Collection Period, the Closing Date"Collection Periods"), the Buyers shall apply said monies to collect the oldest outstanding balance due on cash proceeds from the particular account00xx Xxxxxx Accounts Receivable (the "62nd Street Collections", except in and together with the case Xxxxx Collections, the "Collections"). Within fifteen (15) days after the end of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed accounteach broadcast month during each Collection Period, the Buyers shall immediately return the account deliver to the Seller prior Sellers (i) a statement or report (the "Monthly Collection Report") showing all Collections during such broadcast month, (ii) a check or draft in an amount equal to expiration the aggregate amount of the 120-day period following Collections during such broadcast month (less the Closing Dateamount, if any, deducted pursuant to Section 5.4 above), and (iii) all records of uncollected Accounts Receivable. If Within fifteen (15) days after the Buyers return a disputed account to the Sellerend of each Collection Period, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back deliver to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility Sellers (i) a final statement or report (with respect to the collection of such receivables. During the 120-day period following the Closing Dateeach Collection Period, the Buyers shall afford "Final Collection Report") showing all Xxxxx Collections or 00xx Xxxxxx Collections, as the Seller reasonable access case may be, during each Collection Period, (ii) a check or draft in an amount equal to the accounts receivable "aging list." The Seller acknowledges and agrees that aggregate amount of Xxxxx Collections or 00xx Xxxxxx Collections, as the Buyers are acting as collection agent hereunder for case may be, (less the sole benefit amount, if any, deducted pursuant to Section 5.4 above) less any of the Seller Xxxxx Collections or 00xx Xxxxxx Collections, as the case may be, which had been previously remitted to the Sellers, and that (iii) all records of uncollected Xxxxx Accounts Receivable or 00xx Xxxxxx Accounts Receivable, as the case may be. The Buyers have accepted such responsibility for or the accommodation Sellers will promptly deliver to the other a true copy of any notice of a dispute as to the Sellervalidity or enforceability of an Account Receivable received from an account debtor. The Buyers shall not have agree to any duty to inquire as to the formsettlement, manner of execution discount or validity reduction of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall Account Receivable without the Buyers have any duty to inquire as to the identity, authority or rights prior written consent of the persons who executed the sameSellers, which consent shall not be unreasonably withheld or delayed. The Seller Buyers shall indemnify Buyers and hold them harmless from and against not assign, pledge or grant a security interest in any judgments, expenses (including attorney's fees) costs of the Accounts Receivable to any third party or liabilities which the Buyers may incur or sustain as claim a result of or by reason of such collection efforts.security
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on to the one hundred twentieth Seller within fifteen (120th15) day together business days after the end of that calendar month. The Buyers shall provide the Seller with an a monthly accounting of all payments received within such period. The Buyers shall have the sole right to collect on such accounts receivable within fifteen (15) business days after the end of each calendar month during such one hundred twenty (the 120) -day collection period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Program Service and Time Brokerage Agreement (Cumulus Media Inc), Program Service and Time Brokerage Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations Station owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the BuyersOperating Company, for collection only, the accounts receivable of the Stations owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers Operating Company on the Closing Date or as soon thereafter as possible. The Buyers agree Operating Company agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this to Seller at the end of such 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Operating Company shall apply said monies moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Operating Company shall immediately return the account to the Seller Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return Operating Company returns a disputed account to the Seller, the Buyers Operating Company shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers Operating Company will turn back to the Seller Sellers all of the accounts receivable of the Stations as of the Closing Date owing to the Seller Sellers which have not yet been collected, and the Buyers Operating Company will thereafter have no further responsibility with respect to the collection of such receivablesreceivables (except to pay over amounts received). During the 120-day period following the Closing Date, the Buyers Operating Company shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At From the Closing, Closing Date through ninety (90) days after the Seller will turn over Closing Date or with respect to the Buyers, for collection only, the accounts receivable portion of the Stations owing Accounts Receivable relating to retentions, ninety (90) days after the date such are required to be paid in accordance with the terms of the applicable Contract or purchase order (as applicable), Parent shall use its commercially reasonable efforts to collect the Accounts Receivable. Any partial receipts of Accounts Receivable shall be first applied against the oldest outstanding Accounts Receivable of such account debtor. In the event that Parent is unable to collect any part of the Accounts Receivable (the “Uncollected Accounts Receivable”) upon the conclusion of such ninety (90) day anniversary or such ninety (90) day period, as the case may be, then, at the discretion of Parent, (1) the Working Capital shall be decreased by such amount of Uncollected Accounts Receivable in determining the Post Closing Working Capital pursuant to Section 1.04(b), (2) the Uncollected Accounts Receivable may be handled in a manner mutually acceptable to the Seller as Group and the Parent, or (3)(i) Parent shall assign the Uncollected Accounts Receivable to the Company which shall be entitled to collect the Uncollected Accounts Receivable for its sole benefit, and (ii) payment by the Seller Group for such Uncollected Accounts Receivable shall be made by the Seller Group to the Parent (at the sole election of the close Company) by wire transfer in immediately available funds or offset of business on such amount against the day before Escrow Amount; provided however that the Closing Dateaggregate amount that may be offset against the Escrow Amount for adjustments set forth in this Section 1.04(c), Section 1.05 and Section 1.06 shall not exceed $100,000. A schedule The Seller Group shall have the right to pursue the collection of the Uncollected Accounts Receivable prior to the expiration of the applicable statute of limitation for collection of such funds. The Seller Group’s collection of such accounts receivable will shall be delivered by consistent with the Seller to past practices of the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use Company, which include, among other things, commercially reasonable efforts in not to injure any customer relationships of the ordinary course Company or of business (but without responsibility the Business as it relates to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, Parent after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listClosing." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (EnviroStar, Inc.), Asset Purchase Agreement (EnviroStar, Inc.)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will provide the Seller with a monthly accounting of all payments received during the previous calendar month and remit all payments received on such accounts during each calendar month during this 120-day period on the sixtieth (60th) and one hundred twentieth (120th) day together with an accounting of all payments received within such periodday. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's attorneys' fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the Buyers, for collection only, the accounts receivable of the Stations Station owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120180-day period following the Closing Date, and will remit all payments received on such accounts on a monthly basis during this 120180-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty eighty (120180) day period. In the event the Buyers receive monies during the 120180-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller Sellers prior to expiration of the 120180-day period following the Closing Date. If the Buyers return a disputed account to the SellerSellers, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Station after the Closing Date. At the end of the 120180-day period following the Closing Date, the Buyers will turn back to the Seller Sellers all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller Sellers which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120180-day period following the Closing Date, the Buyers shall afford the Seller Sellers reasonable access to the accounts receivable "aging list." The Seller acknowledges Sellers acknowledge and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller Sellers and that Buyers have accepted such responsibility for the accommodation of the SellerSellers. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth thirty-fifth (120th135th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth tenth (120th10th) day of each month following collection together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts in writing with a detailed explanation that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts, except those resulting from the gross negligence or any omission of Buyers or their intentional misconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At Following the ClosingClosing Date, Buyer shall, consistent with its customary business practices and in the Seller will turn over Ordinary Course of Business, use its best efforts to the Buyers, for collection only, collect the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, APC and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and its Subsidiaries that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest are outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing (collectively, the "Closing Date Accounts Receivable"). On a monthly basis for a period of one year from the Closing Date, Buyer shall deliver to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility Holdings a computer generated accounts receivable aging report with respect to the collection Closing Date Accounts Receivable, which shall include the identity of such receivablesdelinquent accounts by agency office. During the 120-day period following One year from the Closing Date, Buyer shall notify Sellers of any uncollected Closing Date Accounts Receivable and shall provide Sellers with reasonable evidence of such determination. Within fifteen (15) days from Buyer's notification of the Buyers uncollected Closing Date Accounts Receivable, if any, Sellers, jointly and severally, shall afford pay to Buyer, on a dollar-for-dollar basis, the Seller reasonable access to amount by which the uncollected Closing Date Accounts Receivable exceed the sum of (a) the accounts receivable "aging list." The Seller acknowledges reserve set forth on the Closing Date Balance Sheet, plus (b) $125,000. Any dispute regarding the calculation of uncollected Closing Date Accounts Receivable shall be submitted to the Alternative Accountants for resolution, in which case, (i) Sellers and agrees that Buyer will furnish to such accounting firm such work papers and other documents and information relating to the Buyers disputed issues as such accounting firm may request and are acting available to Sellers and Buyer, and will be afforded an opportunity to present to such accounting firm any material relating to the determination and to discuss the determination with such accounting firm, (ii) a determination by such accounting firm, as collection agent hereunder for set forth in a notice delivered to both parties by such accounting firm no later than thirty (30) days after the sole benefit issues in dispute are submitted to such accounting firm, will be binding and conclusive on the parties, and (iii) Buyer, on the one hand, and Sellers, on the other, will each bear fifty percent (50%) of the Seller and that Buyers have accepted fees of such responsibility accounting firm for the accommodation such determination. Upon Buyer's receipt of any reimbursement pursuant to this Section 5.22, Buyer shall promptly assign to Holdings all of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsuncollected Closing Date Accounts Receivable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Phoenix Companies Inc/De), Stock Purchase Agreement (Hilb Rogal & Hamilton Co /Va/)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the BuyersBuyer, for collection only, the accounts receivable of the Stations owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers Buyer on the Closing Date or as soon thereafter as possible. The Buyers agree Buyer agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts to the Sellers every sixty (60) days during this 120-day period on such collection period. The Buyer shall provide the one hundred twentieth (120th) day together Sellers with an a monthly accounting of all payments received within such period. The Buyers shall have the sole right to collect on such accounts receivable within fifteen (15) business days after the end of each calendar month during such one hundred twenty (the 120) -day collection period. In the event the Buyers receive monies Buyer receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Buyer shall immediately return the account to the Seller Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return Buyer returns a disputed account to the SellerSellers, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers Buyer will turn back to the Seller Sellers all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller Sellers which have not yet been collected, and the Buyers Buyer will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers Buyer shall afford the Seller Sellers reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At Subject to and consistent with the LMA Agreement, at the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations Station owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses judgments (including attorney's legal fees) costs , expenses, costs, or liabilities respecting such judgments) which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over With respect to the Buyers, for collection only, the accounts receivable for the placement of employees, Sellers shall be entitled to all monies owed Sellers, as evidenced by the Stations owing accounts receivable list at time of Closing covering all work completed through Friday, October 25, 1996, to be followed by a subsequent report covering accounts receivable up to Closing, which shall be due Purchaser by Thursday, November 7, 1996. Purchaser shall be entitled to all monies received from the Seller as generation of the close accounts receivable subsequent to November 3, 1996; and
(a) As described above, Sellers shall provide at Closing or immediately thereafter, a list of business placement and temporary accounts receivable due Sellers on the day before the Closing Date. A schedule For ninety (90) days subsequent to the Closing, Purchaser shall be responsible for the collection of such accounts receivable will and shall provide Sellers a weekly report accompanied by all monies due Sellers in accordance with Sellers' Franchise Agreements with Purchaser except that Sellers shall be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable responsible for all collection efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such with inactive clients' accounts receivable during which are over sixty (60) days old. Inactive client shall be defined as a client who has not utilized the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth services of Sellers within six (120th6) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as months of the Closing Date, the Buyers . Purchaser shall apply said monies return to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At Sellers at the end of the 120-ninety (90) day period following all uncollected accounts receivable for further collection efforts by Sellers. Purchaser shall incur no liability to Sellers for the Closing Dateuncollectibility of said accounts receivable. Thereafter, Sellers shall submit to Purchaser monthly reports of all collection activity accompanied by all monies due Purchaser in accordance with the Buyers will turn back to the Seller all provisions of the accounts receivable of Franchise Agreement. Sellers shall receive credit for all collections subsequent to Closing, whether by Sellers or Purchaser, under the Stations as of the Closing Date owing Sales Incentive Program Agreement ("SIP") and shall receive payment in accordance with SIP; and
(b) Sellers shall have access to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect all records to assist Sellers in the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the certain accounts receivable "aging listor for litigation or government filing purposes." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Snelling & Snelling Inc), Asset Purchase Agreement (Snelling & Snelling Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the BuyersBuyer, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers Buyer on the Closing Date or as soon thereafter as possible. The Buyers agree Buyer agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 12090-day period following the Closing Date, and will remit all payments received on such accounts to Seller weekly during this 120-day period on the one hundred twentieth (120th) day together collection period. The Buyer shall provide the Seller with an a monthly accounting of all payments received within such period. The Buyers shall have the sole right to collect on such accounts receivable within fifteen (15) business days after the end of each calendar month during such one hundred twenty (120) the 90-day collection period. In the event the Buyers receive monies Buyer receives money during the 12090-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies money to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Buyer shall immediately return the account to the Seller prior to expiration of the 12090-day period following the Closing Date. If the Buyers return Buyer returns a disputed account to the Seller, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 12090-day period following the Closing Date, the Buyers Buyer will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers Buyer will thereafter have no further responsibility with respect to the collection of such receivables. During the 12090-day period following the Closing Date, the Buyers Buyer shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the BuyersOperating Company, for collection only, the accounts receivable of the Stations Station owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers Operating Company on the Closing Date or as soon thereafter as possible. The Buyers agree Operating Company agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts to Seller at the end of each month during this such 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Operating Company shall apply said monies moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Operating Company shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return Operating Company returns a disputed account to the Seller, the Buyers Operating Company shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers Operating Company will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers Operating Company will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers Operating Company shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the BuyersOperating Company, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers Operating Company on the Closing Date or as soon thereafter as possible. The Buyers agree Operating Company agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this to Seller at the end of such 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Operating Company shall apply said monies moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Operating Company shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return Operating Company returns a disputed account to the Seller, the Buyers Operating Company shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers Operating Company will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers Operating Company will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers Operating Company shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the Buyers, for collection only, the accounts receivable of the Stations Station owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on within ten (10) days of the one hundred twentieth (120th) close of each thirty-day period, together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerSellers, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller Sellers all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller Sellers which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller Sellers reasonable access to the accounts receivable "aging list." The Seller Sellers acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller Sellers and that Buyers have accepted such responsibility for the accommodation of the SellerSellers. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller Sellers shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts, except in the event of Buyers' gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the BuyersOperating Company, for collection only, the accounts receivable of the Stations Station owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers Operating Company on the Closing Date or as soon thereafter as possible. The Buyers agree Operating Company agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this to Seller at the end of such 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Operating Company shall apply said monies moneys to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers Operating Company shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return Operating Company returns a disputed account to the Seller, the Buyers Operating Company shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers Operating Company will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers Operating Company will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers Operating Company shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closingcommencement of the Time Brokerage Agreement, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth thirty-fifth (120th135th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as its collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Buyer shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable shall provide Purchaser with a detailed aging report of the Stations owing Accounts Receivable. Purchaser shall use reasonable efforts, consistent with good business practices to collect such Accounts Receivable. Purchaser shall, within fifteen days after the Seller as end of each calendar month following the calendar month of the close of business Closing, deliver to Seller an accounting showing for such month the amount received in collections on the day before Accounts Receivable, specifying the Closing Dateamount received on each invoice, and Purchaser shall remit to Seller all amounts received with respect to Seller's Accounts Receivable. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on Any amount received from a Qualified Customer after the Closing Date shall be applied first to reduce the amount of such customer's oldest receivable owing to Seller or Purchaser whether or not such receivable was purchased by Purchaser. If on that date which is ninety (90) days after the Closing, any of Seller's Accounts Receivable remain unpaid, Purchaser shall transfer such Accounts Receivable back to Seller, which shall then have the right to pursue collection of them. Simultaneously with transfer of the Accounts Receivable back to Seller, Seller shall pay Purchaser the then face amount of the outstanding Accounts Receivable by wire transfer to such account as soon thereafter as possiblePurchaser shall designate. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes obligations of this Section 6(d)9.7 are hereby personally guaranteed by Woody and Xxxxxxxx. In addition Purchaser shall, in the event of a "disputed" account receivable means one default by Seller of its obligations under this Section 9.7, which the account debtor refuses to pay because he asserts that the money is not owed cured within ten (10) days after written notice thereof, have the right, but not the obligation to deduct the amounts due from Seller, or any portion thereof, from the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account amounts otherwise due to Seller pursuant to the Seller prior Note or pursuant to expiration of this Agreement or from the 120-day period following the Closing Date. If the Buyers return a disputed account amounts due Woody pursuant to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listEmployment Agreement." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Westbury Metals Group Inc), Asset Purchase Agreement (Westbury Metals Group Inc)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have has the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. Buyers shall not knowingly encourage any account debtor to dispute any amounts outstanding on the Closing Date. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have has no further responsibility for its their collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller Sellers all of the accounts receivable of the Stations as of the Closing Date owing to the Seller Sellers which have has not yet been collectedcollected (including all records and documents of the Stations relating to such uncollected accounts), and the Buyers will thereafter have has no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller Sellers reasonable access to the accounts receivable "aging list." The Seller Sellers acknowledges and agrees that the Buyers are is acting as collection agent hereunder for the sole benefit of the Seller Sellers and that Buyers have has accepted such responsibility for the accommodation of the Seller. The Buyers shall not have has any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have has any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller Sellers shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.efforts taken in good faith. To the extent that Sellers (i) satisfy accounts payable related to the Stations with cash payments following the Closing Date and (2) provide Buyers with documentation of such accounts payable and cash payments, Buyers shall reimburse Sellers for such expenses no later than the tenth (10th) day of the month following that in which Sellers makes such cash payments in satisfaction of accounts payable, and such amounts shall be deducted from the amounts due Sellers as a result of the collection of accounts receivable owing to the Sellers as of the close of business on the day before the Closing Date
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over --------------------------------- retain hereunder, and subject to the Buyerslimitations of this Section 6.5, shall have the right and authority to xxxx (for collection only, the accounts receivable a period of the Stations owing ninety (90) days after Closing to the Seller extent unbilled as of the close of business Closing) and collect for its own account, all Accounts Receivable and to take actions consistent with its past practices in furtherance thereof. Seller shall, on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Datea monthly basis, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together provide PharmaCare with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as a trial balance of the Closing DateAccounts Receivable on a customer-by-customer basis, showing the Buyers aging thereof. Seller shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller notify PharmaCare prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its taking any collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility actions with respect to the collection Accounts Receivable that are inconsistent with its past practices; within thirty (30) days of such receivablesnotice, PharmaCare and Seller will agree on a proper course of action in collecting the Accounts Receivable which reasonably accommodates both Seller's interests in collecting the Accounts Receivable and the Buyers' interests in preserving customer goodwill. During Each Buyer shall within seventy-two (72) hours after receipt of any payment in respect of any Account Receivable, properly endorse and deliver to Seller any such payments received on account of any Account Receivable. Payments received by a Buyer shall be applied to the 120invoice designated by the payer of such payment, or, if no invoice is so designated by the payer, such payment shall be applied to the outstanding invoices to such account debtor in chronological order, beginning with the oldest invoice. Each Buyer shall within seventy-day period following two hours transfer or deliver to Seller any cash or other property that such Buyer may receive in respect of any asset of Seller not constituting a part of the Closing DateAssets. As promptly as practicable after the Closing, the Buyers Parties shall afford agree on the Seller reasonable access substance of, and shall send, a notice to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit customers of the Division indicating that Accounts Receivable should be paid to the order of Seller and that accounts receivable arising out of sales made by the Buyers have accepted such responsibility for after the accommodation Closing Date should be paid to the order of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsBuyers.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Allscripts Inc /Il), Asset Purchase Agreement (Allscripts Inc /Il)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the (i) Following Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to Mediaco shall use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing DateAccounts Receivable, and will remit all payments received Mediaco shall be entitled to retain collections on such accounts during this 120-day period on Accounts Receivable until the one hundred twentieth Net Collected Working Capital is equal to Five Million Dollars (120th$5,000,000). Within 15 days after the end of each calendar month prior to reaching Five Million Dollars ($5,000,000) day together of Net Collected Working Capital, Mediaco shall provide Emmis with an accounting of the collections of Accounts Receivable for that calendar month. Mediaco shall also provide Emmis with such information regarding the current status of the Accounts Receivable as Emmis may reasonably request in order for Emmis to take such actions as may be necessary or desirable in order for Emmis to protect its residual interest in the Accounts Receivable. Mediaco will not compromise, reduce or write off any Accounts Receivable without Emmis’s prior written consent. Mediaco will maintain a separate account for collection of the receivables arising from operation of the Purchased Stations after Closing.
(ii) When the Net Collected Working Capital equals Five Million Dollars ($5,000,000) Mediaco shall immediately assign to Emmis, without any payment from Emmis, all payments received within rights to any remaining uncollected Accounts Receivable, so that Emmis is entitled to all collections of Accounts Receivable in excess of Five Million Dollars ($5,000,000) Net Collected Working Capital.
(iii) After the assignment of Accounts Receivable pursuant to Section 3.2(b)(ii), Mediaco shall not collect any other Accounts Receivable, and Mediaco shall promptly pay over to Emmis any Accounts Receivable that it receives without offset. Emmis shall not collect any receivables arising from operation of the Purchased Stations after Closing, and Emmis shall promptly pay over to Mediaco any such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day periodreceivables of Mediaco that Emmis receives without offset. In determining any amounts to be paid over under this Section 3.2, all amounts collected from the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Purchased Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers ’ account debtors shall apply said monies be applied to the oldest outstanding balance due on the particular accountaccount first, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the unless received by Mediaco and otherwise directed by such account debtor refuses to pay because he asserts under circumstances where Mediaco believes in good faith that the money application of payment thereof is not owed in violation of any existing or the amount is incorrect. In the case of prior agreement between such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listEmmis." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 2 contracts
Samples: Contribution and Distribution Agreement (Mediaco Holding Inc.), Contribution and Distribution Agreement (Mediaco Holding Inc.)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations Station owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to xxxx for and collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day a monthly basis together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the StationsStation, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Station after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The , but shall remit the same to Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which under the Buyers may incur or sustain as a result of or by reason of such collection effortsprocedures outlined in this Section.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At DRCA will make available --------------------------------- qualified DRCA personnel to collect on the Closing, Buyers' behalf the Seller will turn over pre-Effective Time Accounts Receivable included in the Houston Assets and Accounts Receivable related to the Buyers, for collection only, the accounts receivable mobile testing portion of the Stations owing OcMed Businesses (the "H/M Accounts Receivable")on the following terms and conditions:
(a) DRCA hereby guarantees to Buyers the collection of H/M Accounts Receivable equal to the Seller lesser of: (i) Seventy-five percent (75%) of the gross H/M Accounts Receivable outstanding as of the close of business on Effective Time, but in no event less than One Million One Hundred Thousand Dollars ($1,100,000), or (ii) One Million Three Hundred Thousand Dollars ($1,300,000) (the day before "Collection Threshold"). At such time as such collections have reached the Closing Date. A schedule of such accounts receivable will be delivered by the Seller amount equal to the Collection Threshold, Buyers shall take such steps as are necessary to assign to DRCA any and all of Buyers' rights with respect to the H/M Accounts Receivable remaining uncollected at such time.
(b) On a monthly basis, Buyers will pay DRCA a collection fee (the "Collection Fee") in the amount of seven and one-half percent (7.5%) of the H/M Accounts Receivable collected and paid to Buyers (up to a maximum aggregate amount equal to the Collection Threshold).
(c) Payments shall be made to Buyers within fifteen (15) working days from the previous month's end for all H/M Accounts Receivable (up to the Collection Threshold) collected on the Closing Date or as soon thereafter as possiblebehalf of Buyers. The Collection Fee shall be paid by Buyers agree to use commercially reasonable efforts in within fifteen (15) days from receipt of the ordinary course of business monthly payment from DRCA.
(but without responsibility to institute legal or collection proceedingsd) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting Final payment of all payments received within such period. The Buyers amounts due and owing pursuant to this arrangement shall have be made not later than twelve (12) months from the sole right to collect such accounts receivable during such one hundred twenty (120) day periodEffective Time. In the event that collections by DRCA during such twelve (12) month period have not reached the Collection Threshold, then DRCA shall make a payment to Buyers receive monies in amount equal to difference between the Collection Threshold and the aggregate amounts collected and paid to Buyers during the 120-day such period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of accordance with this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date8.7. At the end of the 120-day period following the Closing Datesuch twelve (12) month period, the Buyers will turn back to the Seller extent not previously accomplished, Buyers shall take such steps as are reasonably necessary to assign to DRCA any and all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility Buyers' rights with respect to the collection of H/M Accounts Receivable remaining uncollected at such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access time.
(e) Anything herein to the accounts receivable "aging list." The Seller acknowledges and agrees contrary notwithstanding, in the event that the Buyers are acting as collection agent hereunder for the sole benefit at least fifty percent (50%) of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers Collection Threshold shall not have any duty been collected by DRCA and paid over to inquire Buyers pursuant to this Section 8.7 on or before June 30, 1997, Buyers may require that the Escrowed Funds (as defined in the Escrow Agreement) held pursuant to the formEscrow Agreement not be released as provided therein, manner but, rather, that such Escrowed Funds shall be held by the Escrow Agent (as defined in the Escrow Agreement) pending DRCA's payment to Buyers of execution the Collection Threshold as provided in this Section 8.7. In the event that the Collection Threshold is not thereafter paid over to Buyer on or validity before December 31, 1997, as provided herein, a portion of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as Escrowed Funds equal to the identity, authority or rights unpaid portion of the persons who executed Collection Threshold shall at Buyers' direction be paid by the sameEscrow Agent to Buyers. The Seller To the extent that the Escrowed Funds are insufficient to satisfy the then unpaid portion of the Collection Threshold, DRCA shall indemnify remain obligated to Buyers with respect thereto. Notwithstanding the foregoing, except as set forth in Section 2(b) of the Escrow Agreement, at no time after June 30, 1997, shall Sellers be required to maintain Escrowed Funds in excess of the difference between the Collection Threshold and hold them harmless the amount of funds collected and paid over to Buyers pursuant to this Section 8.7, and, to the extent that such excess exists, such excess portion of the Escrowed Funds, less any funds held pursuant to Section 2(b) of the Escrow Agreement, shall be released to Sellers. It is expressly agreed that Buyers shall agree to release such excess Escrowed Funds, less any funds held pursuant to Section 2(b) of the Escrow Agreement, after June 30, 1997, to the extent such release is in accordance with the terms of this Section 8.7 and of the Escrow Agreement, from and against any judgmentstime to time, expenses within five (including attorney's fees5) costs or liabilities which the Buyers may incur or sustain as a result business days after delivery of or by reason of written notice from Sellers requesting such collection effortsrelease.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Drca Medical Corp)
Collection of Accounts Receivable. At the Closing, Buyer shall use all reasonable efforts to assist the Seller will turn over Parties in the collection of accounts receivable resulting from activities occurring or services rendered to patients at any Facility prior to the BuyersApportionment Date as set forth on Schedule 7.5 attached hereto, for collection only, the accounts receivable of the Stations owing to the be updated and initialed by Buyer and Seller as of the close of business on the day before the Closing Datedate of Closing. A schedule In addition, Buyer shall assist Sellers by allowing examination by Sellers' authorized representatives of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts relevant documentation in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following Buyer's possession after the Closing Date, and will remit all by transferring to the applicable Seller any payments Buyer may receive from any source whatsoever concerning Sellers' recovery of accounts receivable as provided below. Any payments received by Buyer from Medicare, Medicaid or other third party payors (and resource amounts due from private funds) for services rendered prior to the Closing Date shall be mailed to the applicable Seller within 10 days after receipt thereof by Buyer. Any payments made by such payors and earmarked or itemized to certain time periods preceding or following the Apportionment Date shall be applied to accounts receivables arising for such time periods. Buyer shall send out monthly statements consistent with its ordinary business practices to all private pay patients for all outstanding charges for services rendered by Sellers prior to the Apportionment Date. Any payments received by Buyer from or on behalf of any private pay patients within 60 days after the Closing Date will be attributed first to any outstanding balance for services rendered or activities occurring prior to the Apportionment Date for and on behalf of such patient, and shall be mailed to the applicable Seller within 10 days after such determination by Buyer, except for any accounts during this 120receivable arising prior to the Apportionment Date which (i) have been disputed in writing by the patient, (ii) are over 60 days old at Closing or (iii) have been previously compromised by any Seller. Sellers will provide to Buyer by October 1, 1996, as Schedule 7.5A, a list for Technicare, Rehab Solutions and each Facility as of August 31, 1996 of any such accounts. Within 15 days following the Apportionment Date, each Seller will provide Buyer updated Schedules 7.5 and 7.5A to include such information as of the Apportionment Date. Any payments received by Buyer from or on behalf of any patients with private pay liabilities after such 60-day period after Closing which are not identified with a specific service date will be attributed first to any outstanding balance for services rendered or activities occurring after the Apportionment Date for and on behalf of such patient, and any excess shall be attributed to any outstanding balance for such services or activities occurring prior to the one hundred twentieth (120th) day together with an accounting Apportionment Date, and such excess, if any, shall be mailed to the applicable Seller within 10 business days after such determination by Buyer. Except as hereinabove provided, the collection of all payments received within such period. The Buyers shall have the sole right to collect such any accounts receivable during such due any Seller that have not been collected by Buyer or Sellers within one hundred twenty (1201) day period. In the event the Buyers receive monies during the 120-day period following year after the Closing Date from an advertiser who, after shall Execution Copy -------------- become the Closing Date, is advertising on the Stationssole responsibility of Sellers, and that advertiser was included among Buyer shall have no further obligation to assist any Seller with respect to collection thereof. Until the accounts receivable as second anniversary of the Closing Date, the Buyers shall apply said monies any Seller may, during regular business hours and upon reasonable notice to Buyer, access, audit and photocopy all accounts, reports and medical records related to services rendered prior to the oldest outstanding balance due on the particular accountClosing in order to allow such Seller to document claims or submittals to Medicare, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed Medicaid or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listother third party payors." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mariner Health Group Inc)
Collection of Accounts Receivable. At (a) All accounts receivable of Xyz for services and goods provided by Xyz through the end of the day preceding the Closing Date, will be billed by Xyz as of the Closing and will be the sole property of Xyz. Xyz will provide to the Buyer at the Closing a true and complete list of all accounts receivable owed to Xyz as of the end of the day preceding the Closing Date. Any accounts receivable relating to the Business arising on or after the Closing Date will belong to the Buyer as of the Closing. the Buyer agrees to pursue diligently collection of Xxx’s accounts receivable for a period of 90 days after the Closing Date (the “Collection Period“).”), but will not be required to institute suit or incur any extraordinary expenses in connection therewith.
(b) All amounts received by the Buyer or Xyz in payment of such accounts receivable from Persons who have unpaid balances in outstanding accounts with either or both the Buyer and Xyz will be allocated as follows, to the extent of such unpaid balances:
(i) If the payment or any accompanying documents specify the invoice for which such payment is being made, such payment will be applied to such invoice.
(ii) If the payment or accompanying documents do not specify the invoice to be paid and both parties have outstanding accounts with such Person, then, unless Xyz or the Buyer has received written notice of a billing dispute by said customer, the payments will be allocated between the Buyer and Xyz pro rata in proportion to the respective unpaid balances of outstanding accounts owed to the Buyer and Xyz. Notwithstanding the foregoing, with respect to any amounts which Xyz or the Buyer has received written notice of a pending billing dispute, until such dispute is resolved, the foregoing allocations will be reduced by the amount of such dispute to Xyz, if the dispute covers a period prior to Closing, and will be reduced by the amount of such dispute to the Buyer if the dispute covers a period after the Closing.
(c) The Buyer and Xyz will provide each other, on the first and tenth business day of each month commencing with the month following the Closing, with a report of all payments received by it during the Seller will turn over preceding period, if any, with respect to the Buyers, for collection only, the accounts receivable of the Stations owing Business (the “Collection Reports“).”). the Buyer and Xyz will permit each other to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, inspect their books and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect records relating to the collection of such receivablessaid accounts during reasonable business hours to verify the accuracy of the Collection Reports. During Each Collection Report of the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access Buyer and Xyz will be accompanied by payment to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit other of the Seller and that Buyers have accepted such responsibility for the accommodation portion of the Seller. The Buyers shall not have any duty receivables collected to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsit is entitled.]
Appears in 1 contract
Samples: Asset Purchase Agreement
Collection of Accounts Receivable. At All cash accounts receivable for broadcasts on the Closing, the Seller will turn over Station which occur prior to the BuyersEffective Date (the "ARS's Accounts Receivable") shall belong to ARS and for broadcasts which occur thereafter shall belong to Programmer. Within ten (10) days following the Effective Date, ARS shall deliver to Programmer a Schedule of Cash Accounts Receivable for collection only, the accounts receivable of the Stations owing to the Seller Station as of the close of business Effective date (the "Schedule"). Programmer agrees to collect for ARS the ARS's Accounts Receivable as shown on the day before the Closing Date. A schedule Schedule for a period of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day perioddays following the Effective Date (the "Collection Period"). ARS will provide Programmer a power of attorney or other required authorization for the limited purpose of allowing Programmer to endorse and deposit checks and other instruments received in payment of ARS's Accounts Receivable. All payments received by Programmer from any customer whose name appears in the Schedule and who is also a customer of Programmer shall be credited as payment of the account or invoice designated by such customer. In the event absence of any such designation by the Buyers receive monies during the 120-day period following the Closing Date from an advertiser whocustomer, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers payments shall apply said monies be first credited to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one invoice which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrectdisputed by said customer. In the case of such a disputed account, the Buyers Programmer shall immediately return the account to the Seller prior to expiration keep accurate records of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers payment received by it on ARS's Accounts Receivable and ARS shall have no further responsibility for its collection and may accept payment from access at reasonable times to Programmer's records to verify such status of ARS's Accounts Receivable. Within thirty (30) days of the account debtor for advertising carried end of each month, Programmer shall remit to ARS amounts previously collected by Programmer on ARS's Accounts Receivable, along with a written accounting of same, including without limitation a detailed open ARS's Accounts Receivable report reflecting payments remitted therewith, if available using ARS's systems currently maintained at the Stations after the Closing DateStation. At Any of ARS's Accounts Receivable that have not been collected as of the end of the 120-day period following Collection Period shall be returned to ARS, together with all records in connection therewith, if available using ARS's systems currently maintained at the Closing DateStation, including without limitation a detailed open ARS's Accounts Receivable report reflecting payments remitted therewith, whereupon ARS may pursue collection thereof in such manner as it, in its sole discretion, may determine. Programmer shall not have the Buyers will turn back right to compromise, settle or adjust the amounts of any such ARS's Accounts Receivable without ARS's prior written consent. Programmer's obligation and authority hereunder shall not extend to the Seller all institution of the accounts receivable litigation, employment of the Stations as counsel or a collection agency or any other extraordinary means of the Closing Date owing collection. Except to the Seller which have not yet been collectedremit collected ARS's Accounts Receivable in accordance herewith, and the Buyers will thereafter Programmer shall have no further responsibility liability or obligation to ARS with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listits accounts." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Time Brokerage Agreement (American Radio Systems Corp /Ma/)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, (a) The parties hereto agree that the accounts receivable of the Stations owing to the Seller as of the close of business Closing Date are Excluded Assets and are not being purchased by Buyer hereunder. For the time period provided hereunder and in the manner provided hereunder, Buyer agrees to reasonably cooperate with Seller to receive payments made on the day before the Closing Date. A schedule of such accounts receivable will of Seller. The parties hereto do hereby further agree that customers and clients of the Business may, within the time periods stated below, have invoices from both Seller and Buyer for services rendered and products sold. For any payments received by Buyer, which payment medium (whether by check, wire or other negotiable draft) references payment of a specific invoice or xxxx, the parties hereto agree that such payment shall be delivered by the Seller credited against such specific invoice or billing to the Buyers benefit of the party who issued such invoice or billing. In the event a payment is received by Buyer from a customer or client without any specific reference or direction to apply the payment to any specific invoice or xxxx, and both parties have invoices or bills outstanding with such customers or clients, then said payment shall be treated as a payment in the manner set forth in subsection 5.3(b) below. If a payment is received by Buyer from a customer or client of the Business for which Buyer has no outstanding invoice, then Buyer shall contact Seller and, upon proof satisfactory to Buyer that Seller has outstanding invoices or bills to said customer, said payment shall be remitted to Seller and shall be applied to the oldest outstanding invoice first and then the next oldest and so on until such payment is applied completely.
(b) For any payment received within sixty (60) days after the Closing Date from a customer or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in client of the ordinary course of business (but without responsibility to institute legal Business who has invoices or collection proceedings) to collect such bills from both Buyer and Seller, then the payment shall be applied towards accounts receivable during of that customer or client accrued within one hundred fifty (150) days prior to November 1, 2013, commencing with the 120-oldest invoice or xxxx first within said 150 day period following and then, to the extent of any remaining balance after application to said oldest invoice or xxxx, to the next oldest invoice within that 150 day period and so on until applied through the current invoice or xxxx (whether Seller’s or Buyer’s invoice or xxxx), and, to the extent of any remaining balance after application to the current invoice or xxxx, said payment shall be applied to any account receivable of Seller for that customer or client that was accrued more than one hundred fifty (150) days prior to November 1, 2013. For any payment received more than sixty (60) days after the Closing DateDate from a customer or client of the Business, then the payment shall be applied towards accounts receivable of that customer or client accrued within ninety (90) days prior to November 1, 2013, commencing with the oldest invoice or xxxx first within said 90 day period and then, to the extent of any remaining balance after application to said oldest invoice or xxxx, to the next oldest invoice within that 90 day period and so on until applied through the current invoice or xxxx, and, to the extent of any remaining balance after application to the current invoice or xxxx, said payment shall be applied to any account receivable of Seller for that customer or client that was accrued more than ninety (90) days prior to November 1, 2013.
(c) The manner and method of payment to Seller by Buyer for payments received and applied towards Seller’s accounts receivable shall be made in accordance with the provisions of this subsection. At closing, Seller shall provide to Buyer a listing of all accounts receivable listing customer number of invoice, date of invoice, and will remit all payments received on such accounts during this 120-day period on amount. Within ten (10) days after the one hundred twentieth (120th) day together end of each calendar month, commencing with an accounting November 2013, Buyer shall provide to Seller a listing of all payments received within such period. The Buyers shall from customers or clients who have the sole right to collect such any accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable owed to Seller as of the Closing Date, together with a schedule showing the Buyers proposed application (based on the foregoing rules set forth in subsection 5.3(b) above) of the amounts credited to those accounts receivable. Seller shall apply have a ten (10) day period after receipt of said monies listing and schedule to discuss the same with Buyer. If Buyer and Seller are in agreement as to the oldest outstanding balance due on application of said payments within said 10-day period for Seller to discuss the particular accountsame with Buyer, except in Buyer shall remit within five (5) calendar days after agreement the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses amounts so agreed upon to pay because he asserts that the money is not owed or the amount is incorrectbe remitted to Seller. In the case of such a disputed account, event Buyer and Seller are unable to agree upon the Buyers shall immediately return the account to the Seller prior to expiration application of the 120-day period following payments to Seller’s accounts receivable, then the Closing Date. If President of Buyer and the Buyers return a disputed account President of Seller shall meet to resolve the Sellerdisputes, the Buyers shall have no further responsibility for its collection with such determination to be final and may accept payment from the account debtor for advertising carried conclusive on the Stations after the Closing Date. At the end each of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listparties hereto." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. (a) At the Closing, Seller shall designate Buyer, by means of a mutually acceptable agency agreement, as its agent solely for purposes of collecting on behalf of Seller the Accounts Receivable. Seller will turn over shall deliver to the BuyersBuyer, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before or after the Closing Date, a complete and detailed statement of the Accounts Receivable. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to Buyer shall use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable the Accounts Receivable during the 120-day period following (the Closing Date, “Collection Period”) beginning at the Effective Time and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such ending one hundred twenty (120) days following the Closing Date consistent with Seller’s customary practices for collection of its accounts receivables; provided, however, that such efforts shall not include hiring attorneys or collection agencies to collect such Accounts Receivable. Any payment received by Buyer (i) at any time following the Effective Time, (ii) from a customer of a Station after the Effective Time that was also a customer of that Station prior to the Effective Time and that is obligated with respect to any Accounts Receivable and (iii) that is not designated as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied to the accounts receivable for such customer outstanding for the longest amount of time and, if such accounts receivable shall be an Accounts Receivable, remitted to Seller in accordance with Section 1.7(b); provided further, however, that if, prior to the Effective Time, Seller or, after the Effective Time, Seller or Buyer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Buyer shall obtain the prior written approval of Seller before referring any of the Accounts Receivable to a collection agency or to an attorney for collection. Except as otherwise provided herein, Buyer shall incur no liability to Seller for any uncollected Accounts Receivable. During the Collection Period, neither Seller nor any of its agents, without the consent of Buyer shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes.
(b) On or before the fifth (5th) day period. In following the event end of each calendar month in the Buyers receive monies Collection Period, Buyer shall deposit into an account identified by Seller at the time of Closing the amounts collected during the 120preceding month of the Collection Period with respect to the Accounts Receivable. Buyer shall furnish Seller with a list of the amounts collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Seller shall be entitled during the sixty-day period following the Closing Date from an advertiser whoCollection Period to inspect, after copy and audit the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies records maintained by Buyer pursuant to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d)1.7, a "disputed" account receivable means one which upon reasonable advance notice.
(c) Following the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerCollection Period, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Dateobligations under this Section 1.7, the Buyers will turn back except that Buyer shall immediately pay over to the Seller all of the accounts receivable of the Stations as of the Closing Date owing any amounts subsequently paid to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility it with respect to any Accounts Receivable. Following the collection Collection Period, Seller may pursue collections of such receivables. During all the 120-day period following the Closing DateAccounts Receivable, the Buyers and Buyer shall afford the deliver to Seller reasonable access all files, records, notes and any other materials relating to the accounts receivable "aging list." The Accounts Receivable and shall otherwise cooperate with Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit purpose of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have collecting any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsoutstanding Accounts Receivable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fisher Communications Inc)
Collection of Accounts Receivable. At or within five days after the Closing, the Seller will turn over Sellers shall deliver to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A Buyer a schedule of such accounts receivable will be delivered by Accounts Receivable. During the Seller to the Buyers 120 day period commencing on the Closing Date or as soon thereafter as possible. The Buyers agree to (the "Collection Period"), the Buyer shall use commercially reasonable efforts to collect the Accounts Receivable as agent for, and on behalf of, the Sellers. In determining the amounts collected by the Buyer with respect to the Accounts Receivable (the "Collections") any amount collected by the Buyer from an account debtor that has an amount due with respect to the Accounts Receivable (regardless of whether the Buyer also has an account receivable from that account debtor) shall be credited against the Accounts Receivable except to the extent that a legitimate dispute exists with respect to a particular item included in the ordinary course Accounts Receivable and the Buyer promptly notifies the Sellers of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable dispute. Within 15 days after the end of each broadcast month during the 120-day period following Collection Period, the Closing DateBuyer shall deliver to BPH, on behalf of the Sellers, (i) a statement or report (the "Monthly Collection Report") showing all Collections during such broadcast month, (ii) a wire transfer in an amount equal to the aggregate amount of the Collections during such broadcast month, and will remit (iii) all payments received records of uncollected Accounts Receivable. Within 15 days after the end of the Collection Period, the Buyer shall deliver to BPH on such accounts during this 120-day period on behalf of the one hundred twentieth Sellers, (120thi) day together with an accounting of a final statement or report showing all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies Collections made during the 120-day period following Collection Period, (ii) a wire transfer in an amount equal to any remaining Collections which had not been previously remitted to the Closing Date from an advertiser who, after the Closing Date, is advertising on the StationsSellers, and that advertiser was included among the accounts receivable as (iii) all records of the Closing Dateuncollected Accounts Receivable, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers and Buyer shall have no further responsibility for its collection and may accept payment from obligations with respect thereto. The Buyer shall not agree to any settlement, discount or reduction of any Account Receivable without the account debtor for advertising carried prior written consent of the Sellers. The Buyer shall also promptly remit to BPH on the Stations a monthly basis all Collections received after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the SellerCollection Period. The Buyers Buyer's collection obligation under this Section 5.5 shall not have include any duty obligation to inquire as to the form, manner of execution bring suit or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.take
Appears in 1 contract
Samples: Asset Purchase Agreement (Citadel Communications Corp)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the (a) The accounts receivable of --------------------------------- the Stations owing generated prior to the Seller Closing Date (the "Pre-Closing Receivables") shall be and remain the property of Sellers. Within 10 business days after the Closing Date, Sellers shall furnish Buyer with a list (certified by the Chief Financial Officer of Sellers to be a true and complete list) of all accounts receivable of Sellers which remain outstanding as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered Buyer agrees that if, within one (1) year after the Closing Date , it shall receive payment in respect to any Pre- Closing Receivable, Buyer shall remit to Sellers, one (1) year after the Closing Date, all amounts received by Buyer, which are in payment for advertising broadcast by the Seller Stations prior to the Buyers Closing Date.
(b) During the period commencing on the Closing Date or as soon and ending one (1) year thereafter as possible. The Buyers agree to (the "Collection Period"), Buyer shall use commercially reasonable efforts efforts, consistent with Sellers' current billing and collection practices and in the ordinary course of business (but without responsibility to institute legal or collection proceedings) the business, to collect such outstanding Pre-Closing Receivables; provided however, that, notwithstanding the foregoing, Buyer shall ------------------ be under no obligation to commence litigation, employ counsel or engage the services of a collection agency to effect collection. Buyer shall not make any compromise, adjustment, concession or settlement of any Pre-Closing Receivable without Sellers' express written consent and Buyer shall be under no obligation to compromise, adjust, concede or settle any accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following generated after the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies or otherwise grant any credit or allowance to the oldest outstanding balance due on the particular account, except in the case effect collection of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120Pre-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Receivable.
(c) Within fifteen days after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to each month during the collection Period, Buyer shall give Sellers a report of such receivables. During all collections of Pre Closing Receivables during the 120-day preceding month.
(d) For a period following of three hundred and sixty (360) days after Closing, Sellers agree to remit to Buyer within five (5) days, any amounts received by Sellers which are in payment for advertising broadcast by the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listStations." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the (i) Following Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to Mediaco shall use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing DateAccounts Receivable, and will remit all payments received Mediaco shall be entitled to retain collections on such accounts during this 120-day period on Accounts Receivable until the one hundred twentieth Net Collected Working Capital is equal to Five Million Dollars (120th$5,000,000). Within 15 days after the end of each calendar month prior to reaching Five Million Dollars ($5,000,000) day together of Net Collected Working Capital, Mediaco shall provide Emmis with an accounting of the collections of Accounts Receivable for that calendar month. Mediaco shall also provide Emmis with such information regarding the current status of the Accounts Receivable as Emmis may reasonably request in order for Emmis to take such actions as may be necessary or desirable in order for Emmis to protect its residual interest in the Accounts Receivable. Mediaco will not compromise, reduce or write off any Accounts Receivable without Emmis's prior written consent. Mediaco will maintain a separate account for collection of the receivables arising from operation of the Purchased Stations after Closing.
(ii) When the Net Collected Working Capital equals Five Million Dollars ($5,000,000) Mediaco shall immediately assign to Emmis, without any payment from Emmis, all payments received within rights to any remaining uncollected Accounts Receivable, so that Emmis is entitled to all collections of Accounts Receivable in excess of Five Million Dollars ($5,000,000) Net Collected Working Capital.
(iii) After the assignment of Accounts Receivable pursuant to Section 3.2(b)(ii), Mediaco shall not collect any other Accounts Receivable, and Mediaco shall promptly pay over to Emmis any Accounts Receivable that it receives without offset. Emmis shall not collect any receivables arising from operation of the Purchased Stations after Closing, and Emmis shall promptly pay over to Mediaco any such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day periodreceivables of Mediaco that Emmis receives without offset. In determining any amounts to be paid over under this Section 3.2, all amounts collected from the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Purchased Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers ’ account debtors shall apply said monies be applied to the oldest outstanding balance due on the particular accountaccount first, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the unless received by Mediaco and otherwise directed by such account debtor refuses to pay because he asserts under circumstances where Mediaco believes in good faith that the money application of payment thereof is not owed in violation of any existing or the amount is incorrect. In the case of prior agreement between such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listEmmis." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Contribution and Distribution Agreement (Emmis Communications Corp)
Collection of Accounts Receivable. At the Closing, the Seller will turn over Buyer shall make reasonable efforts to assist Sellers in collecting all accounts receivable resulting from activities occurring or services rendered to patients prior to the BuyersClosing including sending follow-up reminders, for collection onlytelephone calls, the accounts receivable of the Stations owing to the Seller making or answering such inquiries as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will would be delivered undertaken by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts Buyer in the ordinary course of business (but without responsibility to institute its own collections. Such assistance, however, shall not include any legal work or collection proceedings) to collect such accounts receivable during the 120-day period following more than nominal out of pocket expenses. In addition, Buyer shall assist Sellers by allowing examination by Sellers' authorized representative of relevant documentation in Buyer's possession after the Closing Date, and will remit all by transferring to Sellers any payments Buyer may receive from any source whatsoever concerning Sellers' recovery of accounts receivable as provided below. Any payments received on by Buyer from Medicaid, Medicare or other third party payors for services rendered prior to the Closing Date will be transferred to Sellers monthly within fifteen (15) days after the last day of the month in which such payments were received. Any payments made by such payors and earmarked or itemized to certain time periods preceding or following Closing shall be applied to accounts during receivables arising for such time periods. Notwithstanding the foregoing, and subject to the last paragraph of this 120-day period on the Section 10.7, Sellers shall be paid promptly upon receipt one hundred twentieth percent (120th100%) day together with an accounting of all payments collections of Sellers's accounts receivable for billxxxx xxxerated by Sellers within thirty (30) days prior to the Closing Date and which are received within such periodthirty (30) days after the Closing Date. The Buyers shall have the sole right to collect such accounts receivable during such After one hundred twenty (120) day perioddays, Sellers shall meet with Buyer to review and appraise outstanding accounts receivable and determine the feasibility of collection and any nonextraordinary measures to be taken. In the event the Buyers receive monies during the The collection of any accounts receivable due Sellers that have not been collected by Buyer or Sellers within one hundred twenty (120-day period following ) days after the Closing Date from an advertiser who, after shall become the Closing Date, is advertising on the Stationssole responsibility of Sellers, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back obligation to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility assist Sellers with respect to the collection thereof, except to provide billing and collection data to Sellers for purposes of such receivablesinitiating their own collection action, if necessary. During the 120-day period following the Closing DateFor one (1) year after Closing, the Buyers Sellers may, during regular business hours and upon reasonable notice to Buyer, and at Sellers' expense, access, audit and photocopy all accounts, reports and medical records in order to allow Sellers to document claims or submittals to Medicaid, Medicare or other third party payors. For its collection services rendered herein, Buyer shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit receive an administrative fee equal to: (i) three percent (3%) of the Seller amount of receivables collected by Buyer that are outstanding ninety (90) days or less, and that Buyers have accepted such responsibility for the accommodation (ii) five percent (5%) of the Seller. The Buyers shall not have any duty to inquire as to the formamount of receivables collected by Buyer that are outstanding between ninety (90) days, manner of execution or validity of any itemexclusive, documentand one hundred twenty (120) days, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsinclusive.
Appears in 1 contract
Samples: Asset Purchase Agreement (Arbor Health Care Co /De/)
Collection of Accounts Receivable. At (a) Within thirty (30) days following the first anniversary of Closing, Purchaser shall deliver to HCA a schedule (the Seller will turn over "Adjusted Collection Short-Fall Schedule") setting forth Purchaser's determination of the Adjusted Collection Short-Fall Payment.
(b) HCA may object to any of the information or computations contained in the Adjusted Collection Short-Fall Schedule which could affect the Adjusted Collection Short-Fall Payment. Any such objection must be made by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Purchaser within 30 days following delivery of the Adjusted Collection Short-Fall Schedule to HCA. To the extent that HCA does not so object within such 30 day period, the Adjusted Collection Short-Fall Schedule, as delivered to HCA, shall be considered final and binding upon the parties. In the event that HCA and Purchaser are unable to resolve a dispute or disagreement set forth in a written objection pursuant to this Section 6.11 within 30 days of Purchaser's receipt of such objections, either party may elect, by written notice to the Buyersother party, for collection onlyto have all such disputes or disagreements resolved by the Selected Accounting Firm. The Selected Accounting Firm shall determine the Adjusted Collection Short-Fall Payment, the accounts receivable which determination of the Stations owing Selected Accounting Firm shall be final and binding upon the parties. The Selected Accounting Firm shall be instructed to the Seller as use every reasonable effort to perform its services within 15 days after submission of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Adjusted Collection Short-Fall Schedule and HCA's written objections to the Buyers on the Closing Date or it and, in any case, as soon thereafter as possiblepracticable after such submission. The Buyers agree parties will cooperate fully with the Selected Accounting Firm, and shall cause the Company to cooperate fully with the Selected Accounting Firm, in connection with its determination of the Adjusted Collection Short-Fall Payment and calculation of the Adjusted Collection Short-Fall Payment. The costs and expenses for the services of the Selected Accounting Firm shall be borne equally by Purchaser and HCA.
(c) Within ten days after the Adjusted Collection Short-Fall Payment is agreed upon or otherwise finally determined pursuant to Section 6.11(b), HCA shall pay Purchaser cash (by wire transfer of immediately available funds) in the amount of the Adjusted Collection Short-Fall Payment.
(d) Purchaser shall use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivableReceivables. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have Purchaser will use no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility lesser efforts with respect to the collection of such receivablesClosing Date Receivables than the Company has historically used with respect to the collection of similarly aged accounts receivable generated by the Company. During Neither the 120Company nor Purchaser shall adjust the amount of, or settle below face amount of, any Closing Date Receivable in a manner that is inconsistent with the manner that the Company has historically used with respect to receivables it has generated without HCA's prior written approval, which approval shall not be unreasonably withheld.
(e) Simultaneously with the delivery to Purchaser of the Adjusted Collection Short-day period following Fall Payment, Purchaser shall assign to HCA all of Purchaser's and the Company's right, title and interest in either (i) all Closing Date Receivables that remain uncollected on the first anniversary of the Closing DateDate or (ii) the Closing Date Receivables that remain uncollected on the first anniversary of the Closing Date and which are obligations of third parties who are not customers or clients of the Company or Purchaser on the first anniversary of the Closing Date (such assigned accounts the "Assigned Accounts"). Simultaneously with the transfer by the Purchaser and the Company of the Assigned Accounts, Purchaser shall identify to HCA, in writing, each Assigned Account with respect to which there are (a) actions, suits or proceedings pending, or, to Purchaser's knowledge, threatened or (b) to Purchaser or the Buyers Company's knowledge, allegations that the Company did not fully perform its obligations to such payor ("Problem Accounts"). Upon HCA's request, Purchaser shall afford give HCA a written explanation of the Seller reasonable access matters and/or allegations that caused it to identify an account as a Problem Account. In addition, upon HCA's request, Purchaser shall give, and shall cause the Company to give HCA, all information, including any relevant Books and Records, related to the accounts receivable "aging listProblem Accounts." The Seller acknowledges
(f) Purchaser and agrees that the Buyers are acting as collection agent hereunder for Company shall cooperate with HCA in collecting the sole benefit Assigned Accounts. Purchaser and the Company shall promptly remit to HCA any amounts received after the first anniversary of the Seller and that Buyers have accepted such responsibility for the accommodation Closing Date in respect of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsAssigned Accounts.
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Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the (a) The accounts receivable of the Stations owing Station generated prior to the Seller Commencement Date (the "Pre-LMA Receivables") shall be and remain the property of ARS. Within 5 business days after the Commencement Date, ARS shall furnish Chancellor with a list (certified by the Chief Financial Officer of ARS to be a true and complete list) of all accounts receivable of ARS which remain outstanding as of the close Commencement Date. Chancellor agrees that if, after the Commencement Date, it shall receive payment, directed to ARS, in respect to any Pre-LMA Receivable, Chancellor shall remit to ARS, within five (5) business days after the end of business each month, any amounts received by Chancellor during the preceding month (whether or not directed on their face to ARS), which are in payment for advertising broadcast by the Station prior to the Commencement Date. Chancellor/ARS Local Marketing Agreement Page 7 -------------------------
(b) During the period starting on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Commencement Date or as soon thereafter as possible. The Buyers agree to and ending ninety (90) days thereafter, Chancellor shall use commercially reasonable efforts efforts, consistent with ARS's current billing and collection practices and in the ordinary course of business (but the business, to assist ARS in the collection of any outstanding Pre-LMA Receivables; provided, however, that, notwithstanding the foregoing, Chancellor shall be under no obligation to commence litigation, employ counsel or engage the services of a collection agency to effect collection. Chancellor shall not make any compromise, adjustment, concession or settlement of any Pre-LMA Receivable without responsibility ARS's express written consent and Chancellor shall be under no obligation to institute legal compromise, adjust, concede or collection proceedings) to collect such settle any accounts receivable during generated after the 120Commencement Date or otherwise grant any credit or allowance to effect collection of a Pre-day period following the Closing DateLMA Receivable. Absent written evidence that an account debtor owing a Pre-LMA Receivable is disputing in good faith any portion of such Pre-LMA Receivable, and will remit all any payments received on such accounts during this 120-day period on by Chancellor after the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Commencement Date from an advertiser who, after the Closing Date, such account debtor shall be presumed to represent payment on any undisputed portion of such Pre-LMA Receivable which is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies then outstanding (with each such payment received from such account debtor to be applied first to the oldest outstanding balance due on the particular account, except in the case of a "disputed" most-aged Pre-LMA Receivable then owing from such account receivabledebtor). For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses Chancellor/ARS Local Marketing Agreement Page 8 -------------------------
(c) ARS agrees to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account remit to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Chancellor within 5 business days after the Closing Date. At the end of each month, any amounts received by ARS during the 120preceding month (whether or not directed on their face to Chancellor) which are in payment for advertising broadcast by the Station after the Commencement Date.
(d) Chancellor shall not set-day period following the Closing Date, the Buyers will turn back to the Seller all off any claim or amount against any of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120Pre-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listLMA Receivables." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Samples: Local Marketing Agreement (Chancellor Broadcasting Licensee Co)
Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over deliver to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A Buyer a schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possibleAccounts Receivable. The Buyers agree Buyer agrees to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following Accounts Receivable for the benefit of the Sellers. Prior to the Closing, the Sellers shall collect the Accounts Receivable, and from the Closing Date, and will remit all payments received on such accounts during this 120-day period on Date through the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date Effective Time (the "Collection Period"), the Buyer shall collect the cash proceeds from an advertiser who, the Accounts Receivable (the "Collections"). Any Collections with respect to the Accounts Receivable of the Sellers shall be credited against the account of the payor in the order such receivables were invoiced by the Sellers unless a legitimate dispute exists with respect to a particular account and the Buyer promptly notifies the Sellers of such dispute. Within fifteen (15) days after the Closing Dateend of each broadcast month during the Collection Period, is advertising on the StationsBuyer shall deliver to the Sellers (i) a statement or report (the "Monthly Collection Report") showing all Collections during such broadcast month, (ii) a wire transfer in an amount equal to the aggregate amount of the Collections during such broadcast month, and that advertiser was included among (iii) all records of uncollected Accounts Receivable. Within fifteen (15) days after the accounts receivable as end of the Closing DateCollection Period, the Buyers Buyer shall apply said monies deliver to the oldest outstanding balance due on Sellers (i) a final statement or report showing all Collections made during the particular accountCollection Period, except (ii) a wire transfer in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one an amount equal to any remaining Collections which the account debtor refuses to pay because he asserts that the money is had not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account been previously remitted to the Seller prior to expiration Sellers, and (iii) all records of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers uncollected Accounts Receivable and Buyer shall have no further responsibility for its collection and may accept payment from obligations with respect thereto. The Buyer shall not agree to any settlement, discount or reduction of any Account Receivable without the account debtor for advertising carried prior written consent of the Sellers. The Buyer shall also promptly remit to the Sellers on the Stations a monthly basis all Collections received after the Closing DateCollection Period. At the end of the 120-day period following the Closing Date, the Buyers will turn back The Buyer's collection obligation under this Section 5.5 shall not include any obligation to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to bring suit or take other legal action for the collection of such receivablesthe Accounts Receivable. During the 120-day period following the Closing DateThe Buyer shall not assign, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit pledge or grant a security interest in any of the Seller Accounts Receivable to any third party or claim a security interest or right in and that Buyers have accepted such responsibility for the accommodation to any of the Seller. The Buyers Accounts Receivable and payment of the Collections shall not have any duty be subject to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsset-off.
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Collection of Accounts Receivable. At the Closing, the Seller will turn over (a) Notwithstanding anything to the Buyerscontrary in this Agreement, for collection only, the accounts receivable all cash or checks received by any of the Stations owing Sellers or the Stockholders in respect of the Purchased Assets or the Business after the Closing Date shall be for the benefit of the Purchaser, and within seven (7) Business Days after receipt, paid to the Seller as Purchaser; provided, however, such receipts shall exclude cash or checks received related to any Excluded Assets. All cash or checks received from a particular third party by the Purchaser after the Closing Date in respect of payment of any Accounts Receivable included in the Purchased Assets shall, unless otherwise identified to a specific invoice, be assumed to be in payment of invoices in the order of their respective issuance dates (with the oldest invoice being paid first).
(b) Notwithstanding anything to the contrary in this Agreement, all cash or checks received by the Purchaser in respect of the close of business on the day before Excluded Assets after the Closing Date. A schedule Date shall be for the benefit of such accounts receivable will be delivered by the Seller Sellers, and within seven (7) Business Days after receipt, paid to the Buyers Sellers; provided, however, such receipts shall exclude cash or checks received related to any Purchased Assets.
(c) Attached as Schedule 4.14(c) is a list of all customers that are customers of both the Specialty Products Division and the Business.
(d) During the period commencing on the Closing Date or as soon thereafter as possible. The Buyers agree to and ending on October 31, 2002, the Purchaser shall (i) use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing DateAccounts Receivable, and will remit all payments received on such accounts during this 120-day period on (ii) use commercially reasonable practices with respect to granting credits relating to the one hundred twentieth (120th) day together with an accounting of all payments received within Accounts Receivable. During such period, the Purchaser shall, within fifteen (15) Business Days after the end of each month, provide to the Sellers a report containing information regarding the collection of the Accounts Receivable for such month and credits granted for such month. The Buyers As soon as reasonably practicable following October 31, 2002, the Purchaser shall send the Sellers a notice of the amount (the "Uncollected Amount") of the Accounts Receivable which have not been collected as of October 31, 2002, along with a breakdown of the sole right to collect such accounts receivable during such one hundred twenty (120) day periodindividual uncollected Accounts Receivable. In If the event Uncollected Amount is less than the Buyers receive monies during bad debt reserve and the 120-day period following reserve for returns and allowances and customer programs for Accounts Receivable reflected on the Closing Date from an advertiser whoBalance Sheet, after then the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Purchaser shall apply said monies pay to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses Sellers an amount equal to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Datedifference. If the Buyers return a disputed account to Uncollected Amount is greater than the Seller, sum of (x) the Buyers shall have no further responsibility bad debt reserve and the reserve for its collection returns and may accept payment from the account debtor allowances and customer programs for advertising carried Accounts Receivable reflected on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing Balance Sheet, plus (y) the portion of the Uncollected Amount attributable to Xx-Xxxx Stores, Inc. (to the Seller which have not yet been collectedextent such amount exceeds any reserve reflected on the Closing Date Balance Sheet specifically related to Xx-Xxxx Stores, Inc.), then the Sellers shall pay to the Purchaser an amount equal to such difference. Any amounts to be paid under this Section 4.14(d), unless otherwise mutually agreed to by the Purchaser and the Buyers will thereafter have no further responsibility with respect Sellers, shall be paid by wire transfer of immediately available funds to the collection of such receivables. During account specified by the 120-day period following the Closing DateParty to be paid, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit within ten (10) Business Days of the Seller and that Buyers have accepted such responsibility for the accommodation Sellers' receipt of the Seller. The Buyers shall not have any duty to inquire as to notice specifying the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsUncollected Amount.
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Collection of Accounts Receivable. At As soon as practicable after the ClosingClosing Date, the Seller will turn over shall deliver ---------------------------------- to the Buyers, for collection only, the Buyer a complete and detailed list of all Seller’s accounts receivable arising from the broadcast of advertising time on the Stations owing prior to the Seller as of the close of business on the day before the Closing Date. A schedule For a period of such accounts receivable will be delivered by the Seller to the Buyers on one hundred fifty (150) days following the Closing Date or (the "Acquisition Collection Period"), Buyer will use its reasonable efforts, as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) ------------------------------- Seller's agent, to collect such accounts receivable during in the 120-day period following usual and ordinary course of business. Buyer shall not be required to institute any legal proceedings to enforce the Closing Datecollection of such accounts receivable or to refer any of such accounts receivable to a collection agency. Buyer shall not adjust any such accounts receivable or grant credit without Seller's prior written consent, and will remit all payments received on any such accounts receivable amounts collected on behalf of Seller shall be paid to Seller within five (5) calendar days after the end of each month during this 120-such 150 day period on period. Within five (5) calendar days after the one hundred twentieth fiftieth (120th150th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, Buyer shall deliver to Seller a statement listing all uncollected accounts receivable, together with all files concerning the collection or attempts to collect such accounts receivable. Other than cooperating with any subsequent reasonable requests for information by Seller, Buyer's responsibility for such accounts shall thereafter cease. Buyer shall incur no liability to Seller for any uncollected account. All sums collected by Buyer during the Acquisition Collection Period from any person obligated with respect to any such account receivable shall be applied first to such account receivable, provided, however, if such person so obligated with -------- ------- respect to any such account receivable shall (a) identify in writing that such account is advertising on the Stationsin dispute, and (b) request in writing that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies a particular payment be applied to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" specific account receivable means one which of Buyer, Buyer may apply the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrectsums collected as so designated. In the case After full satisfaction of such a disputed Seller's account, the Buyers balance, if any, shall immediately return the account be applied to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listBuyer's accounts." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Collection of Accounts Receivable. At (a) Purchaser shall continue to make reasonable, good faith commercial efforts to collect the ClosingAccounts Receivable, including the Seller will turn over Accounts Receivable it has deemed during the Review Period to the Buyersbe uncollectible, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on until a date that is six (6) months after the Closing Date (the “Collection Period”). Seller shall have the right to assist Purchaser in the collection of the Accounts Receivable during the Collection Period. During the Review Period, an Account Receivable will be deemed uncollectible, at Purchaser’s discretion, if it becomes more than ninety (90) days past due or if Purchaser determines that such Account Receivable is disputed by the account debtor or represents amounts due with respect to a canceled contract. In addition, during the Review Period, Purchaser may declare any account debtor’s entire Accounts Receivable balance uncollectible if, at any time during the Review Period, more than ten percent (10%) of such account debtor’s total balance becomes more than ninety (90) days’ past due.
(b) Upon the expiration of the Collection Period (or as soon thereafter as possibleis practicable thereafter), Purchaser shall deliver to Seller an initial report (the “Initial Report”) setting forth the amount of the Accounts Receivable that have not been collected by Purchaser, including those Accounts Receivable that have been deemed by Purchaser to be uncollectible (the “AR Shortfall”). The Buyers agree to use commercially reasonable efforts in Cash Portion of the ordinary course Purchase Consideration shall be reduced by the amount of business any AR Shortfall (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Dateas finally determined), and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such periodincluding any accrued rebates under Nortel incentive plans. The Buyers Seller shall have ten (10) Business Days from the sole right receipt of the Initial Report to collect review the same. For the purpose of such accounts receivable during such one hundred twenty (120) day periodreview, Purchaser agrees to permit, or to cause Purchaser’s accountant to permit, Seller and its accountants access to examine all invoices, records, working papers, schedules and other documentation related to the Accounts Receivable. In the event that Seller perceives any discrepancy of the Buyers receive monies during AR Shortfall set forth on the 120-day period following Initial Report, Seller may dispute such discrepancy and Purchaser and Seller agree to work diligently to resolve such discrepancy within ten (10) Business Days of the Closing Date from an advertiser who, date Seller asserts such discrepancy (“AR Dispute Resolution Period”). Promptly after the Closing Dateclose of the AR Dispute Resolution Period discrepancies, is advertising on Purchaser shall circulate a revised report (the Stations“Final Report”) setting forth the AR Shortfall reflecting any adjustments arising from the parties’ resolution of any discrepancies. If Seller does not dispute the Initial Report, the Initial Report shall be deemed to be the Final Report.
(c) Seller shall refund to Purchaser the amount of such AR Shortfall by causing an amount equal to the AR Shortfall to be disbursed from the remaining portion of the Escrow Amount, if any, in accordance with the Escrow Agreement, and that advertiser was included among to the accounts receivable as extent the Escrow Amount is insufficient to cover such amount, Seller shall make a payment in immediately available funds to Purchaser for the unpaid portion of the Closing DateAR Shortfall amount. Any excess Escrow Amount not otherwise payable to Purchaser hereunder, shall be paid to Seller. Notwithstanding anything to the contrary contained herein, the Buyers calculation of the AR Shortfall shall apply said monies to the oldest outstanding balance due on the particular account, except exclude any uncollected Accounts Receivable which was taken into consideration in the case calculation of a "disputed" account receivablethe Final Net Acquired Assets Value. For purposes Purchaser shall return to Seller all uncollected Accounts Receivable which comprise the AR Shortfall or which are taken into consideration in the calculation of this Section 6(dthe Final Net Acquired Assets Value (the “Returned AR”). Seller shall then have the right to collect all of any unpaid, a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In unpaid portion of, any Accounts Receivable for which Seller has refunded to Purchaser the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection AR Shortfall.
(d) From and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end Closing, (i) Seller shall deliver to Purchaser any checks or other forms of the 120-day period following the Closing Date, the Buyers will turn back payment tendered to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity in payment of any item, document, instrument Accounts Receivable (other than any payment of any Returned AR) and (ii) Purchaser shall deliver to Seller any checks or notice deposited, received or delivered other forms of payment tendered to Purchaser in connection with such collection efforts, nor shall the Buyers have payment of any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsReturned AR.
Appears in 1 contract
Collection of Accounts Receivable. At (a) For a period of six months from the Closing, Purchaser shall utilize the same efforts it uses in collecting its own receivables in attempting to collect the Accounts Receivable acquired by Purchaser at Closing. At or as soon as reasonably practicable following Closing, Seller will turn over shall provide to Purchaser an Accounts Receivable aging schedule as of February 28, 2001. Thereafter, Purchaser's personnel shall be responsible for maintaining records related to the BuyersAccounts Receivable collected, including recording cash receipts, offsets and adjustments which Purchaser deems appropriate (provided, however, that Purchaser shall not settle any Account Receivable for collection onlyless than 100% without the written consent of Seller, which shall not be unreasonably withheld), and Purchaser shall provide Seller with an updated aging schedule for the accounts receivable Accounts Receivable on each of the Stations owing to the Seller as 60th, 120th, and 180th day anniversaries of the close of business on the day before the Closing Date. A schedule Notwithstanding the above, in the event that following Closing, the Purchaser receives payment from a customer which is both a historical customer of the Seller and a continuing customer of the Purchaser following Closing, and such payment does not otherwise indicate or specify an invoice for which such payment is intended, such payment shall be deemed to relate to the oldest Seller Account Receivable of such accounts receivable will customer, unless such Seller Account Receivable is the subject of a dispute between the Purchaser and such customer, in which case such payment shall be delivered by the Seller applied to the Buyers on the Closing Date next most recent account receivable.
(b) On or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as six month anniversary of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers Purchaser shall have no further responsibility for its obligations with respect to collection efforts related to the Accounts Receivable and may accept payment shall be entitled to draw from the account debtor escrow account, the balance of any remaining uncollected Accounts Receivable ("Uncollected Accounts"), in exchange for advertising carried on the Stations assignment of such uncollected Accounts Receivable back to Seller; provided, however, if after the Closing Date. At such period Purchaser thereafter receives a payment which by its terms clearly relates to an Account Receivable reassigned to Seller, Purchaser shall promptly forward such payment pursuant to instructions provided by Seller at the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listsix month period." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Medical Health Card Systems Inc)
Collection of Accounts Receivable. At From and after the Closing, the Seller will turn over shall pursuant to the BuyersManagement Contract (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Contract is being terminated) and Buyer and Seller shall use their commercially reasonable efforts to cause IPS, pursuant to the IPS Contract (subject to that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing IPS Contract is being terminated), to xxxx for collection onlyservices provided by Seller to GAA prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable of Seller (determined pursuant to the Management Contract) attributable solely to services provided by Seller to GAA, pursuant to the Management Contract, prior to the Closing Date (collectively, the “Pre-Closing Seller Accounts Receivable”). Buyer shall have no obligation to file collection actions or lawsuits with respect to any such Pre-Closing Seller Accounts Receivable attributable to services provided by Seller to GAA prior to the Closing Date (or with respect to any “Pre-Closing Accounts Receivable” being accounts receivable of the Stations owing attributable to services provided by GAA prior to the Closing Date); nor shall Buyer have any liability to Seller as of or Seller Owner for any failure by IPS to timely xxxx for services provided by GAA prior to the close of business on the day before Closing Date or to collect any such Pre-Closing Accounts Receivable attributable to services provided by GAA prior to the Closing Date. A schedule of such accounts receivable will be delivered This Section shall not apply with respect to any billing for services provided by the Seller to the Buyers Buyer on or after the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such any accounts receivable during the 120-day period following the Closing Date, and will remit all payments received attributable to services provided by Buyer on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following or after the Closing Date (“Post-Closing GAA Accounts Receivable”).
5.8.1 Buyer shall pay to Seller, solely from an advertiser whoPre-Closing Accounts Receivable collections, by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month (which calendar month begins after the Closing Date), is advertising on an amount equal to the Stations, and that advertiser was included among positive difference (if any) between (a) the accounts receivable as aggregate of the Pre-Closing Date, GAA Accounts Receivable collected under the Buyers shall apply said monies Management Contract (subject to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall applicable Termination Agreement) during such immediately return the account to the Seller prior to expiration preceding calendar month (net of the 120billing and collection expense equal to six percent (6%) of Buyer’s net revenues attributable to such Pre-day period following Closing Accounts Receivable in accordance with the Closing Date. If IPS Contract, subject to such applicable Termination Agreement, minus (b) the Buyers return a disputed account to sum of (i) all of the Selleramounts, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried if any, paid by GAA or Buyer on the Stations or after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back attributable to the Seller GAA’s obligations with respect to trade and accounts payable and other operating expenses incurred or accrued for all of the accounts receivable of the Stations as of periods on or prior to the Closing Date owing (including compensation payable to physicians and CRNAs employed or engaged by GAA and all billing and collection and management fees payable to Seller), plus (ii) Buyer’s operating expenses after the Closing Date (including, without limitation, the cost of CRNAs, physician labor, anesthesia drugs and supplies, any billing and collection expense and management fee (without double counting of such amounts deducted in subsection (a)), insurance, bank fees, Taxes and other expenses required by GAA to provide anesthesia services pursuant to the Seller which have PSA Contracts) for the applicable calendar months (such amounts in subsection (b)(ii), collectively, the “Advanced Expenses”). Notwithstanding the foregoing, the reduction described in subsection (b)(ii) shall not yet been collected, and apply after the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following first two calendar months after the Closing Date, Date and nothing in subsection (b)(ii) shall be construed to mean that such expenses are the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit responsibility of the Seller and that Buyers Buyer nor affect any indemnification rights Buyer may have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.under Section
Appears in 1 contract
Samples: Purchase and Sale Agreement
Collection of Accounts Receivable. At (a) Purchasers agree to use reasonable commercial efforts to collect the ClosingAccounts Receivable which are sold by Sellers to Purchasers on the Closing Date (such Accounts Receivable being the "PURCHASED RECEIVABLES" and the aggregate amount of the Purchased Receivables on the Closing Date being the "CLOSING DATE PURCHASED RECEIVABLES AMOUNT"). If either Purchaser, in its sole discretion, determines that a Purchased Receivable is not readily collectible then such Purchaser may place the Purchased Receivable for collection with a third party.
(b) If any Purchased Receivables have not been collected in full (either through (i) the receipt of cash, (ii) return of goods (within the contractual rights of a customer or otherwise accepted by a Purchaser, it being understood and agreed that such return of goods shall be counted as collections only to the extent of the net realizable value of such goods) or (iii) vendor credit (it being understood that Purchasers shall exercise reasonable efforts to obtain vendor credits, but not through counterclaim or set-off not accepted by the vendor) by the close of business on the first anniversary of the Closing Date (such uncollected Purchased Receivables being the "OUTSTANDING PURCHASED RECEIVABLES"), Purchasers will (within 30 days after such first anniversary) provide Sellers with a notice identifying each such Outstanding Purchased Receivable and setting forth the aggregate amount of such Outstanding Purchased Receivables (such amount being the "FIRST ANNIVERSARY PURCHASED RECEIVABLES AMOUNT"). In preparing such notice of Outstanding Purchased Receivables, Purchasers will take into account all partial collections of Purchased Receivables. If a Purchaser has placed a Purchased Receivable for collection with a third party, only eighty percent (80%) of the net amount actually collected by Purchasers in respect of such Purchased Receivable shall be deemed collected for purposes of calculating the amount of Outstanding Purchased Receivables.
(c) Purchasers shall make available to Sellers, and Sellers will have thirty (30) days to review, the Seller collection records for any Purchased Receivable included in the notice of Outstanding Purchased Receivables. Promptly following the review period, Sellers will turn over pay to Purchasers the amount equal to the Buyers, for collection only, the accounts receivable First Anniversary Purchased Receivables Amount LESS (i) 3% of the Stations owing Closing Date Purchased Receivables Amount and LESS (ii) the lesser of (x) one-half of the amount by which the First Anniversary Purchased Receivables Amount exceeds 3% of the Closing Date Purchased Receivables Amount and (y) one-half of 1% of the Closing Date Purchased Receivables Amount (the amount to be so paid by Sellers being the Seller "FIRST ANNIVERSARY PAYMENT").
(d) If Purchasers collect any Outstanding Purchased Receivables after Sellers have paid to Purchasers the First Anniversary Payment, Purchasers will reimburse Sellers for all or a portion of the First Anniversary Payment by paying to Sellers, from amounts so collected by Purchasers, (i) all amounts so collected by Purchasers until the aggregate remaining outstanding amount of Outstanding Purchased Receivables equals four percent (4%) of the Closing Date Purchased Receivables Amount and thereafter (ii) one-half of all amounts so collected by Purchasers until the aggregate amount of Outstanding Purchased Receivables equals three percent (3%) of the Closing Date Purchased Receivables Amount; PROVIDED, that Purchasers shall not be required to make such reimbursement payments with respect to collections on any Outstanding Purchased Receivable of $250,000 or less (determined as of the close of business on the day before second anniversary of the Closing Date) that are received after the second anniversary of the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers Purchasers agree to use commercially reasonable provide Sellers with such information as Sellers may reasonably request from time to time to determine the status of collections and collection efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivablesOutstanding Purchased Receivables. During the 120-day period following the Closing Date, the Buyers All payments between Sellers and Purchasers pursuant to this SECTION 3.6 shall afford the Seller reasonable access be treated by Sellers and Purchasers as an adjustment to the accounts receivable "aging listPurchase Price." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Anixter International Inc)
Collection of Accounts Receivable. At All accounts receivable arising out of the conduct of the business and operations of the Station prior to the Adjustment Time ("SBS Entities' Accounts Receivable") shall be identified in a report to be provided by the SBS Entities to Buyer as soon as practicable following the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree SBS Entities hereby assign to use commercially reasonable efforts in Buyer the ordinary course SBS Entities' Accounts Receivable, effective upon the Adjustment Time, solely for the collection thereof. For a period of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, 120 days after the Closing Date, is advertising Buyer shall use reasonable efforts to collect the SBS Entities' Accounts Receivable in the normal and ordinary course of business. Neither Buyer's authority nor obligation shall extend to the compromise of any SBS Entities' Accounts Receivable or the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection unless agreed upon by the SBS Entities and Buyer in writing. Buyer shall apply all such amounts collected on the StationsSBS Entities' Accounts Receivable to the debtor's oldest invoice not in dispute first (except that any such amounts collected by Buyer from persons who are also indebted to Buyer for the purchase of advertising time on the Station may be applied to Buyer's account where there is a pre-existing bona fide dispute between the SBS Entities and such account debtor with respect to all of its invoices), and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers Buyer shall apply said monies provide to the oldest outstanding balance due SBS Entities an aging report and a collections report and shall pay the SBS Entities the full amount collected on the particular accountSBS Entities' Accounts Receivable, except in the case net of a "disputed" account receivable. For purposes of this Section 6(d)commissions, a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations within fifteen (15) days after the Closing Date. At the end of each calendar month during the 120above-mentioned 120 day period. Any of the SBS Entities' Accounts Receivable remaining uncollected at the end of such 120 day period following the Closing Date, the Buyers will turn back shall be re-assigned to the Seller all SBS Entities for collection. All accounts receivable arising out of the accounts receivable conduct of the Stations as business and operation of the Closing Date owing to Station after the Seller which have not yet been collected, Adjustment Time shall be and remain the Buyers will thereafter have no further responsibility with respect to the collection property of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listBuyer." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)
Collection of Accounts Receivable. At Seller shall guarantee the Closing, ------------------------------------------------- collection of the Seller will turn over Accounts Receivable by Buyer subject to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Dateterms hereof. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on From the Closing Date until a time ninety (90) days after the Closing Date (the "Receivable Collection Period"), Buyer shall use its reasonable best efforts consistent with normal business practices (except that instituting suit shall in no event be required) to collect the full amount net of discounts, rebates and allowances actually paid or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts granted in the ordinary course of business (but without responsibility pursuant to institute legal agreed to terms or collection proceedings) to collect the Accounts Receivable transferred to Buyer and, unless otherwise specifically designated by an account debtor thereof, all amounts collected by Buyer from such accounts receivable during account debtor shall be applied in chronological order starting with the 120-day period following oldest Accounts Receivable owing from such account debtor. In connection with collecting such Accounts Receivable, Buyer shall be permitted to grant discounts for prompt payment so long as the same are substantially similar to those granted by Seller to its customers prior to the Closing Date, which discount practice is summarily described on Schedule 2.10. During the Receivable -------------- Collection Period, Buyer shall maintain accurate and will remit complete records of the status of all payments the Accounts Receivable and shall provide Seller with a summary of any and all collections made or received on such accounts during this 120-at the end of every 30 day period on and at the one hundred twentieth (120th) day together with an accounting end of all payments received within such period. The Buyers shall have To the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In extent Buyer collects an amount less than the event face amount of all the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations Accounts Receivables as of the Closing Date owing (the "Receivables Amount"), Seller shall promptly, within ten (10) business days after the end of the Receivable Collection Period, pay to Buyer the full amount of such deficit and Buyer shall contemporaneously reassign to Seller any and all uncollected Accounts Receivable. To the extent Seller does not immediately pay to Buyer the full amount of such deficit within such period, Buyer shall have the right to offset such amount against amounts payable to Seller. Each party agrees to provide reasonable assistance to the other concerning the collection of receivables and to promptly remit to the other, within five (5) business days, any and all collections pertaining to the receivables that such party receives in contravention of this Section 2.10. Seller which have not yet been collectedmay identify itself as "formerly known as Sanar Plastics, Inc." in any action to collect reassigned and the Buyers will thereafter have no further responsibility excluded accounts receivable. In connection with respect to the collection of such receivables. During the 120-day period following the Closing Datereassigned account receivable, the Buyers Seller shall afford the Seller reasonable access use a law firm as may be acceptable to the accounts receivable "aging list." The Seller acknowledges Buyer and agrees that the Buyers are acting as collection agent hereunder for the sole benefit shall provide Buyer with copies of the Seller all pleadings and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered other court papers and all relevant correspondence in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsproceedings.
Appears in 1 contract
Collection of Accounts Receivable. (a) At the Closing, the Seller will turn over Gaylxxx xxxll designate CBS, by means of a mutually acceptable agency agreement, as its agent solely for purposes of collecting on behalf of Gaylxxx xxx Accounts Receivable. Gaylxxx shall deliver to the BuyersCBS, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, immediately after the Closing Date, is advertising a complete and detailed statement of the Accounts Receivable. CBS shall make reasonable efforts to collect the Accounts Receivable during the period (the "Collection Period") beginning at the Effective Time and ending on the Stations, and that advertiser was included among the accounts receivable as last day of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period fifth full calendar month following the Closing Date. If Any payment received by CBS (i) at any time following the Buyers return Effective Time, (ii) from a disputed account customer of the Station after the Effective Time who was also a customer of the Station prior to the SellerEffective Time and (iii) which is not designated as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied to the accounts receivable for such customer outstanding for the longest amount of time and, if such accounts receivable shall be an Accounts Receivable, remitted to Gaylxxx xx accordance with Section 4.4(b); provided, however, that if, prior to the Effective Time, the Buyers Limited Partnership or, after the Effective Time, the Limited Partnership or CBS received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then CBS shall apply any payments from such customer to such customer's oldest, non-disputed accounts receivable. CBS shall not be obligated to refer any of the Accounts Receivable to a collection agency or to an attorney for collection. CBS shall incur no liability to Gaylxxx xxx any collected or uncollected Accounts Receivable. During the Collection Period, neither Gaylxxx xxx its agents, without the consent of CBS, shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes.
(b) On or before the fifth day following the end of each calendar month in the Collection Period, CBS shall deposit into an account identified by Gaylxxx xx the time of Closing the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable. CBS shall furnxxx Xxxxxxx xxxh a list of the amounts collected during such calendar month with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Gaylxxx xxxll be entitled to inspect and/or audit the records maintained by CBS pursuant to this Section 4.4 from time to time, upon reasonable advance notice.
(c) Following the expiration of the Collection Period, CBS shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Dateobligations under this Section 4.4, the Buyers will turn back except that CBS shall immediately pay over to the Seller all of the accounts receivable of the Stations as of the Closing Date owing Gaylxxx xxx amounts subsequently paid to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility it with respect to any Accounts Receivable. Following the collection Collection Period, after consultation with CBS, Gaylxxx xxx pursue collections of such receivables. During the 120-day period following the Closing Dateall Accounts Receivable, the Buyers and CBS shall afford the Seller reasonable access deliver to Gaylxxx xxx files, records, notes and any other materials relating to the accounts receivable "aging listAccounts Receivable." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. (a) At the Closing, Sellers shall designate Buyer, by means of a mutually acceptable agency agreement, as their agent solely for purposes of collecting on behalf of Sellers the Seller will turn over Accounts Receivable. Sellers shall deliver to Buyer, on or immediately after the Closing Date, a complete and detailed statement of the Accounts Receivable. Buyer shall use commercially reasonable best efforts to collect the Accounts Receivable during the period (the "Collection Period") beginning at the Effective Time and ending on the last day of the fourth full calendar month following the Closing Date consistent with Buyer's practices for collection of its accounts receivables; provided, however, that such efforts shall not include hiring attorneys or collection agencies to collect such Accounts Receivable. Any payment received by Buyer (i) at any time following the Effective Time, (ii) from a customer of the Station after the Effective Time that was also a customer of the Station prior to the BuyersEffective Time and that is obligated with respect to any Accounts Receivable and (iii) that is not designated as a payment of a particular invoice or invoices or as a security deposit or other prepayment, for collection only, shall be presumptively applied to the accounts receivable for such customer outstanding for the longest amount of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of time and, if such accounts receivable will shall be delivered by the Seller an Accounts Receivable, remitted to Sellers in accordance with Section 2.07(b); provided further, however, that if, prior to the Buyers on Effective Time, Sellers or, after the Closing Date Effective Time, Sellers or Buyer received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer's oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Buyer shall obtain the prior written approval of Sellers before referring any of the Accounts Receivable to a collection agency or to an attorney for collection. Except as soon thereafter as possibleotherwise provided herein, Buyer shall incur no liability to Sellers for any collected or uncollected Accounts Receivable. The Buyers agree to use commercially reasonable efforts During the Collection Period, neither Seller nor any of its agents, without the consent of Buyer, shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes.
(b) On or before the twentieth day following the end of each calendar month in the ordinary course Collection Period, Buyer shall deposit into an account identified by Sellers at the time of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable Closing the amounts collected during the 120preceding month of the Collection Period with respect to the Accounts Receivable. Buyer shall furnish Sellers with a list of the amounts collected during such calendar month and in any prior calendar months with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Sellers shall be entitled during the sixty-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on Collection Period to inspect and/or audit the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right records maintained by Buyer pursuant to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d)2.07, a "disputed" account receivable means one which upon reasonable advance notice.
(c) Following the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerCollection Period, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Dateobligations under this Section 2.07, the Buyers will turn back except that Buyer shall immediately pay over to the Seller all of the accounts receivable of the Stations as of the Closing Date owing Sellers any amounts subsequently paid to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility it with respect to any Accounts Receivable. Following the collection Collection Period, after consultation with Buyer, Sellers may pursue collections of such receivables. During all the 120-day period following the Closing DateAccounts Receivable, the Buyers and Buyer shall afford the Seller reasonable access at Sellers' expense deliver to Sellers all files, records, notes and any other materials relating to the accounts receivable "aging list." The Seller acknowledges Accounts Receivable and agrees that the Buyers are acting as collection agent hereunder shall otherwise cooperate with Sellers for the sole benefit purpose of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have collecting any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsoutstanding Accounts Receivable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Young Broadcasting Inc /De/)
Collection of Accounts Receivable. At (a) After the ClosingClosing and until the Final Receivables Settlement Date (as defined below), the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to Surviving Corporation shall in good faith use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such the accounts receivable which are reflected in Closing Working Capital on the Closing Statement (net of any allowance for doubtful accounts reflected in Closing Working Capital on the Closing Statement, the “Closing Accounts Receivable”). Without limiting the foregoing, the Surviving Corporation shall not be deemed to be in good faith using commercially reasonable efforts to collect the Closing Accounts Receivable if it shall forgive, discharge or compromise, in whole or in part, any receivable reflected in Closing Working Capital on the Closing Statement and the primary purpose for such forgiveness, discharge or compromise, in whole or in part, was not to resolve a bona fide customer dispute with respect to or otherwise resulting from any act or omission by the Company or any of its Subsidiaries prior to the Closing. If the Surviving Corporation has not collected an amount of receivables in an amount at least equal to the Closing Accounts Receivable by the date that is five business days before the Indemnity Escrow Release Date, then (without regard to whether such non-collection constitutes a breach of a representation or warranty hereunder) Parent and Shareholders’ Representative shall take all such actions as are necessary under the Escrow Agreement to cause the Escrow Agent to release to the Surviving Corporation, in immediately available funds from the Indemnity Escrow Account on or prior to the Indemnity Escrow Release Date, an aggregate amount equal to (the “Accounts Receivable Shortfall Amount”) the amount by which the Closing Accounts Receivable exceeds the amount collected by the Surviving Corporation pursuant to this Section 11.8(a) during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following from the Closing Date from an advertiser whothrough the date that is five business days before the Indemnity Escrow Release Date. For the avoidance of doubt, after any collection of a receivable that was a doubtful account on the Closing DateStatement or had been written off prior to the Closing will be considered an amount collected by the Surviving Corporation for the purposes of the preceding sentence. Notwithstanding anything to the contrary in this Section 11.8, is advertising in the event that the Surviving Corporation desires to forgive, discharge or compromise, in whole or in part, a receivable reflected in Closing Working Capital on the StationsClosing Statement and, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies pursuant to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes second sentence of this Section 6(d11.8(a), a "disputed" account receivable means one such forgiveness, discharge or compromise would not constitute the good faith use of commercially reasonable efforts to collect the Closing Accounts Receivable, the Surviving Corporation may nonetheless effect such forgiveness, discharge or compromise, in whole or in part, so long as the Surviving Corporation provides the Shareholders’ Representative with prior written notice of such forgiveness, discharge or compromise, which notice shall contain the account debtor refuses to pay because he asserts Surviving Corporation’s written agreement that the money amount so forgiven, discharged or compromised shall be considered an amount collected by the Surviving Corporation for the purposes of the third sentence of this Section 11.8(a) (or, with respect to any forgiveness, discharge or compromise occurring during the Subsequent Collection Period (as defined below), an amount collected by the Surviving Corporation for the purposes of Section 11.8(b) below).
(b) If the Accounts Receivable Shortfall Amount is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account paid to the Seller prior to expiration of Surviving Corporation from the 120-day period following Indemnity Escrow Account as contemplated by Section 11.8(a) above, and if the Closing Date. If the Buyers return a disputed account Accounts Receivable Shortfall Amount paid to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment Surviving Corporation from the account debtor for advertising carried Indemnity Escrow Account is greater than $200,000, then if, during the period (the “Subsequent Collection Period”) beginning on the Stations after date that is four business days before the Closing Date. At Indemnity Escrow Release Date and ending on the end of date that is the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as three year anniversary of the Closing Date owing (the “Final Receivables Settlement Date”), the Surviving Corporation collects an amount of Closing Accounts Receivable in excess of $200,000, then the Surviving Corporation, no later than the date that is ten business days after the Final Receivables Settlement Date, shall pay to the Seller which have not yet been collected, Shareholders’ Representative (on behalf of the Company Shareholders other than the holders of Vested Company Options in accordance with the Shareholder Distribution Schedule attached hereto) and the Buyers will thereafter have no further responsibility with respect to the collection holders of such receivables. During Vested Company Options (subject to applicable withholding laws and obligations), by wire transfer of immediately available funds, an aggregate amount equal to the 120-amount collected by the Surviving Corporation during the Subsequent Collection Period.
(c) Within ten days after the last day period of each calendar month, beginning with the first full calendar month following the Closing and ending with the last full calendar month prior to the Indemnity Escrow Release Date, the Buyers Surviving Corporation shall afford the Seller reasonable access provide to the accounts receivable "Shareholders’ Representative an accurate and complete aging list." The Seller acknowledges report identifying all receivables that were reflected in Closing Working Capital on the Closing Statement and agrees that the Buyers are acting unpaid as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason last day of such collection effortscalendar month.
Appears in 1 contract
Samples: Merger Agreement (Epiq Systems Inc)
Collection of Accounts Receivable. (a) At the Closing, Sellers' Agents shall designate Purchaser as its agent solely for the Seller purposes of collecting the MMP Accounts Receivable. Purchaser will turn over to collect the Buyers, for collection only, MMP Accounts Receivable during the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers period beginning on the Closing Date and ending on the 180th day after the Closing Date (the "Collection Period") with the same care and diligence Purchaser uses with respect to its own accounts receivable and hold all such MMP Accounts Receivable in trust for Sellers until remitted by Purchaser to the Indemnification Escrow Agent or the Collections Account pursuant hereto. Purchaser shall not make any referral or compromise of any of the MMP Accounts Receivable to a collection agency or attorney for collection and shall not settle or adjust the amount of any of the MMP Accounts Receivable without the written approval of Sellers' Agent. If, during the Collection Period, Purchaser receives monies from an account debtor of Purchaser that is also an account debtor of MMP with respect to any MMP Accounts Receivable, Purchaser shall credit the sums received to the oldest account due, except where an account is disputed by the account debtor as soon properly due, and the account debtor has so notified Purchaser in writing, in which case, payments received shall be applied in accordance with the account debtor's instructions; provided that upon resolution of such dispute if any amounts in dispute are received by Purchaser, Purchaser shall remit such amounts to the Indemnification Escrow Agent in accordance with the Indemnification Escrow Agreement up to the amount of the Additional Indemnification Amount Deposit and, thereafter, to the Collections Account.
(b) On the ninetieth (90th) day after the Closing Date and on or before the fifth Business Day after the end of each full fifteen (15) day period thereafter during the Collection Period, Purchaser shall deliver to Sellers' Agents a list of the amounts collected by Purchaser before the end of such period with respect to the Accounts Receivable. On or before the fifth Business Day after the end of the Collection Period, Purchaser shall deliver to Sellers' Agents a list of all of the Accounts Receivable that remain uncollected.
(c) Sellers' Agents shall establish and maintain during the Collection Period (and for as possiblelong after the Collection Period as Sellers deem appropriate) a bank account (the "Collections Account") at a commercial bank in Norfolk, Virginia, as notified in writing by Sellers' Agents to Purchaser for the deposit of collections of the MMP Accounts Receivable in accordance with this Section 9.10. The Buyers agree Sellers' Agents shall have sole disbursement authority over the Collections Account. On the ninetieth (90th) day after the Closing Date (or if such day is not a Business Day, on the next succeeding Business Day), Purchaser shall (i) deposit with the Indemnification Escrow Agent pursuant to use commercially reasonable efforts the Indemnification Escrow Agreement all amounts collected with respect to any MMP Accounts Receivable, not to exceed the excess of $12,750,000 over the Initial Deposit (the "Additional Indemnification Amount Deposit"), and (ii) deposit in the ordinary course Collections Account any other MMP Accounts Receivable collected by Purchaser as of business such date. On and after the ninetieth (but without responsibility to institute legal or collection proceedings90th) to collect such accounts receivable during the 120-day period following after the Closing DateDate until the expiration of the Collections Period, and will remit all payments received on such accounts during this 120-day period on within five (5) Business Days of the one hundred twentieth end of each full fifteen (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (12015) day period, Purchaser shall deposit all amounts collected with respect to the Accounts Receivable with the Indemnification Escrow Agent pursuant to the Indemnification Escrow Agreement until the total of all amounts deposited pursuant to the previous sentence and this sentence equals the Additional Indemnification Amount Deposit and, thereafter, in the Collections Account. In Sellers' Agents shall be entitled to dispose of all amounts deposited in the event the Buyers receive monies during the 120-day period following the Closing Date Collections Account from an advertiser whotime to time as it chooses, after the Closing Date, is advertising on the Stationsin its sole discretion, and Purchaser and the Indemnification Escrow Agent shall have no rights therein; provided, however, that advertiser was included among Purchasers shall have no liability whatsoever to Sellers with respect to Sellers' Agents disposition of any amounts disbursed by Sellers' Agent from the accounts receivable as of Collections Account.
(d) After the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerCollection Period, the Buyers Purchaser shall have no further responsibility for its collection obligation hereunder other than (1) so long as Sellers' Agents continue to maintain the Collections Account, to deposit in such account any payments with respect to any of the MMP Accounts Receivable that Purchaser subsequently receives, and may accept payment from (2) thereafter, to remit directly to Sellers' Agents any payments with respect to any of the account debtor for advertising carried on the Stations MMP Accounts Receivable that Purchaser subsequently receives. 49
(e) Any MMP Accounts Receivable remaining uncollected 180 days after the Closing Date. At Date shall be transferred to Sellers' Agents, together with all files concerning the end of the 120-day period following the Closing Date, the Buyers will turn back collection or attempt to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collectedcollect such MMP Accounts Receivable hereunder, and the Buyers will Purchaser shall thereafter have no further responsibility with respect thereto.
(f) Purchaser shall have no right to setoff any amounts collected for MMP Accounts Receivable against any amounts owed to Purchaser by Seller; provided that this Section 9.10 shall not be deemed to limit the collection right of such receivables. During Purchaser to make claims against the 120-day period following the Closing DateIndemnification Amount in accordance with, and subject to, the Buyers shall afford terms and conditions of this Agreement and the Seller reasonable access to the accounts receivable "aging listIndemnification Escrow Agreement." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Collection of Accounts Receivable. At For a period of 120 days following --------------------------------- the Closing, the Seller will turn over to the Buyers, for Buyer shall diligently pursue collection only, the accounts receivable of the Stations owing to Accounts Receivable in a manner consistent with the Seller as usual, ordinary procedures of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of its accounts receivable, it being acknowledged that such receivablesAccounts Receivable are the sole property of Buyer and the proceeds of such Accounts Receivable shall be deposited into the accounts of Buyer. During such 120 day period, Buyer shall apply payments from customers to whom Accounts Receivable are attributable first to the 120-day period following payment of Accounts Receivable designated by such customer and, to the extent not designated, to the earliest dated activity that created the customer Account Receivable. On or prior to the date 120 days after the Closing Date, Buyer shall prepare and deliver to Seller a written report disclosing the Buyers amount of Accounts Receivable collected as of the date 120 days after the Closing Date and listing the Accounts Receivable that Buyer has not then collected as of such date. Buyer shall afford have the option, exercisable at the time of the delivery of the foregoing report, of requiring Seller reasonable access to purchase any or all Accounts Receivable which have not been collected within 120 days after the Closing Date and requiring Seller to pay to Buyer an amount equal to the accounts receivable "aging list." The uncollected amount of such Accounts Receivable to be purchased by Seller, which shall be paid by Seller acknowledges to Buyer within 14 days of receipt of such report. If Buyer elects to require Seller to purchase any uncollected Accounts Receivable, Buyer shall assign to Seller, free and agrees that the Buyers are acting clear of all liens, claims and encumbrances and effective as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted date 120 days after the Closing Date, such responsibility for the accommodation uncollected Accounts Receivable inclusive of the Seller. The Buyers shall not have any duty all rights to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed collect the same. The If, at any time following the effective date of the assignment to Seller shall indemnify Buyers and hold them harmless from and against of uncollected Accounts Receivable, Buyer or any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason its affiliates receives payment in respect of such collection effortsaccount, the amount received shall be promptly remitted to Seller.
Appears in 1 contract
Collection of Accounts Receivable. At (a) Subsequent to the ClosingClosing Date --------------------------------- and prior to the last calendar day of each of the ten months following the month in which the Closing Date occurs, the Seller will turn over Water Authority shall use all reasonable efforts to collect the Accounts Receivable, as collection agent for JWS. The amounts so collected are referred to herein as the "Collected Receivables." ---------------------
(a) The Water Authority shall, on the fifth Business Day of each month up to and including the eleventh month following the month in which the Closing Date occurs, deliver to JWS a sum in cash equal to the Buyers, for collection only, the accounts receivable sum of the Stations owing Collected Receivables collected by the Water Authority on or prior to the Seller last calendar day of the immediately preceding month. All cash received by the Water Authority in respect of the Accounts Receivable which has not been remitted to JWS pursuant to this Section 7.2(c) shall be remitted to JWS promptly after its receipt by the Water Authority. Any payment made pursuant to this Section 7.2(c) by the Water Authority to JWS shall be made in United States currency.
(b) The amount of Collected Receivables collected by the Water Authority on or prior to the last calendar day of each month up to and including the tenth month following the month in which the Closing Date occurs shall be certified by the Water Authority to JWS as of the close last calendar day of business each such month on or prior to the fifth calendar day of the following month. JWS shall have the right to review the basis for each
(c) For purposes of determining the amount of Collected Receivables for all customers of JWS located in Nassau County, (i) any funds collected from a particular account debtor, or from its successors or assigns, during the period from the Closing Date through the last calendar day of the tenth month
(d) For purposes of collecting the portion of Accounts Receivable representing revenues from customers earned by JWS but unbilled due to the Closing Date occurring prior to the end of the billing cycle applicable to such customers, the Water Authority shall, for each such customer, calculate the amount of Accounts Receivable owed to JWS by multiplying (x) the fraction the numerator of which shall be the number of days accrued in such customer's billing cycle (up to and including the day before immediately prior to the Closing Date. A schedule ) and the denominator of which shall be the total number of days in such accounts receivable will be delivered by customer's billing cycle, times (y) the Seller to total amount due under such customer's xxxx at the Buyers on end of the Closing Date or as soon thereafter as possiblerelevant billing cycle. The Buyers agree Water Authority shall distribute bills to use commercially reasonable efforts each such customer on behalf of JWS in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to and shall collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance amounts due on all such bills on behalf of JWS in accordance with the particular account, except in the case of a "disputed" account receivable. For purposes provisions of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list7.2." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. At As soon as practicable --------------------------------- after the ClosingClosing Date, the Seller will turn over shall deliver to the Buyers, for collection only, the Buyer a complete and detailed list of all Seller's accounts receivable arising from the broadcast of advertising time on the Stations owing prior to the Seller as of the close of business on the day before the Closing Date. A schedule For a period of such accounts receivable will be delivered by the Seller to the Buyers on one hundred fifty (150) days following the Closing Date or (the "Acquisition Collection Period"), Buyer will use its reasonable efforts, as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) Seller's agent, to collect such accounts receivable during in the 120-day period following usual and ordinary course of business. Buyer shall not be required to institute any legal proceedings to enforce the Closing Datecollection of such accounts receivable or to refer any of such accounts receivable to a collection agency. Buyer shall not adjust any such accounts receivable or grant credit without Seller's prior written consent, and will remit all payments received on any such accounts receivable amounts collected on behalf of Seller shall be paid to Seller within five (5) calendar days after the end of each month during this 120-such 150 day period on period. Within five (5) calendar days after the one hundred twentieth fiftieth (120th150th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, Buyer shall deliver to Seller a statement listing all uncollected accounts receivable, together with all files concerning the collection or attempts to collect such accounts receivable. Other than cooperating with any subsequent reasonable requests for information by Seller, Buyer's responsibility for such accounts shall thereafter cease. Buyer shall incur no liability to Seller for any uncollected account. All sums collected by Buyer during the Acquisition Collection Period from any person obligated with respect to any such account receivable shall be applied first to such account receivable, provided, however, if such person so obligated with respect to any such account receivable shall (a) identify in writing that such account is advertising on the Stationsin dispute, and (b) request in writing that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies a particular payment be applied to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" specific account receivable means one which of Buyer, Buyer may apply the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrectsums collected as so designated. In the case After full satisfaction of such a disputed Seller's account, the Buyers balance, if any, shall immediately return the account be applied to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listBuyer's accounts." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Collection of Accounts Receivable. At the Closing, the Seller Sellers will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller Sellers as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller Sellers to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. Buyers shall not knowingly encourage any account debtor to dispute any amounts outstanding on the Closing Date. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerSellers, the Buyers shall have no further responsibility for its their collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller Sellers all of the accounts receivable of the Stations as of the Closing Date owing to the Seller Sellers which have not yet been collectedcollected (including all records and documents of the Stations relating to such uncollected accounts), and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller Sellers reasonable access to the accounts receivable "aging list." The Seller Sellers acknowledges and agrees agree that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller Sellers and that Buyers have accepted such responsibility for the accommodation of the SellerSellers. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller Sellers shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.efforts taken in good faith. To the extent that Sellers (i) satisfy accounts payable related to the Stations with cash payments following the Closing Date and (2) provide Buyers with documentation of such accounts payable and cash payments, Buyers shall reimburse Sellers for such expenses no later than the tenth (10th) day of the month following that in which Sellers make such cash payments in satisfaction of accounts payable, and such amounts shall be deducted from the amounts due Sellers as a result of the collection of accounts receivable owing to the Sellers as of the close of business on the day before the Closing Date
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Collection of Accounts Receivable. At Following the ClosingClosing Date, Company shall, consistent with its customary business practices and in the Seller will turn over Ordinary Course of Business, use its reasonable commercial efforts to the Buyers, for collection only, collect the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, Company and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and its Subsidiaries that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest are outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing (collectively, the "Closing Date Accounts Receivable"). On a quarterly basis for a period of one year from the Closing Date, Sellers' Representative shall deliver to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility Buyer a computer generated accounts receivable aging report with respect to the collection Closing Date Accounts Receivable, which shall include the identity of such receivablesdelinquent accounts by agency office. During the 120-day period following One year from the Closing Date, Buyer shall notify Sellers' Representative of any uncollected Closing Date Accounts Receivable and shall provide Sellers' Representative with reasonable evidence of such determination. Within fifteen (15) days from Buyer's notification of the Buyers uncollected Closing Date Accounts Receivable, if any, or as set forth in the Alternative Accountants' determination as provided below, if applicable, Selling Members, severally and not jointly, shall afford pay to Buyer, on a dollar-for-dollar basis, or Buyer may apply its set-off rights pursuant to Article X the Seller reasonable access to amount by which the uncollected Closing Date Accounts Receivable less any corresponding accounts payable (unless such accounts payable are legally or contractually due even if the corresponding accounts receivable are not collected) ("Net Closing Date Accounts Receivable") exceed the sum of the accounts receivable "aging list." The Seller acknowledges and agrees that reserve set forth on the Buyers Company Closing Date Balance Sheet, or Buyer shall pay to Selling Members, on a dollar-for-dollar basis, the amount by which the sum of such accounts receivable reserve exceeds the uncollected Net Closing Date Accounts Receivable. Sellers' Representative may, by written notice to Buyer, dispute such determination. If written 15 days after Buyer receives Sellers' Representative's notice of dispute, the parties are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty unable to inquire reach agreement as to the formuncollected Net Closing Date Accounts Receivable, manner of execution or validity of the dispute shall be submitted to the Alternative Accountants for resolution with instructions to determine the uncollected Net Closing Date Accounts Receivable in accordance with the principles and definitions set forth in this Agreement. In such case, (i) Sellers' Representative and Buyer will furnish to such accounting firm such work papers and other documents and information relating to the disputed issues as such accounting firm may request and are available to Sellers' Representative and Buyer, and will be afforded an opportunity to present to such accounting firm any item, document, instrument or notice deposited, received or delivered in connection material relating to the determination and to discuss the determination with such collection effortsaccounting firm, nor (ii) a determination by such accounting firm of the uncollected Net Closing Date Accounts Receivable, as set forth in a notice delivered to both parties by such accounting firm no later than thirty (30) days after the issues in dispute are submitted to such accounting firm, will be binding and conclusive on the parties, and (iii) Buyer, on the one hand, and Selling Members, on the other, will each bear fifty percent (50%) of the fees of such accounting firm for such determination. If Selling Members make a payment hereunder, Buyer shall cause Company to assign to Sellers' Representative, on behalf of the Buyers have any duty to inquire as Selling Members, all rights to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsuncollected Net Closing Date Accounts Receivable.
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Collection of Accounts Receivable. At Buyer shall make reasonable efforts to assist Seller, in collecting all accounts receivable resulting from activities occurring or services rendered to patients prior to the Closing. Such assistance, the however, shall not include any legal work or out of pocket expenses. In addition, Buyer shall assist Seller will turn over to the Buyers, for collection only, the accounts receivable by allowing examination by Seller's authorized representative of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts relevant documentation in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following Buyer's possession after the Closing Date, and will remit all by transferring to Seller any payments Buyer may receive from any source whatsoever concerning Seller's recovery of accounts receivable as provided below. Any payments received on by Buyer from Medicaid, Medicare or other third party payors for services rendered prior to the Closing Date will be transferred to Seller monthly within fifteen (15) days after the last day of the month in which such payments were received. Any payments made by such payors and earmarked or itemized to certain time periods preceding or following Closing shall be applied to accounts during this 120-day period on receivables arising for such time periods. Notwithstanding the one hundred twentieth foregoing, Seller shall be paid promptly upon receipt 100% of collections of Seller's accounts receivable for billxxxx xxxerated by Seller within thirty (120th30) day together with an accounting of all payments days prior to July 18, 1997 and which are received within such periodthirty (30) days after July 18, 1997. The Buyers shall have Except as hereinabove provided, the sole right to collect such collection of any accounts receivable during such due Seller that have not been collected by Buyer or Seller within one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following days after the Closing Date from an advertiser who, after shall become the Closing Date, is advertising on the Stationssole responsibility of Seller, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back obligation to the assist Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivablesthereof. During the 120-day period following the Closing DateFor one (1) year after Closing, the Buyers Seller may, during regular business hours and upon reasonable notice to Buyer, access, audit and photocopy all accounts, reports and medical records in order to allow Seller to document claims or submittals to Medicaid, Medicare or other third party payors. For its collection services rendered herein, Buyer shall afford the Seller reasonable access receive an administrative fee equal to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit fifty percent (50%) of the Seller and that Buyers have accepted such responsibility for the accommodation amount of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or receivables collected by reason of such collection effortsBuyer.
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Samples: Asset Purchase Agreement (Arbor Health Care Co /De/)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable For a period of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, 180 days after the Closing Date, is advertising on the Stations, and that advertiser was included among Purchaser will use its commercially reasonable efforts to collect the accounts receivable as included in the Assets reflected on the Latest Balance Sheet, other than accounts receivable owing by World Wide to Executech (the "GUARANTEED RECEIVABLES") in accordance with the Sellers' prior reasonable commercial practices, which efforts will be in addition to the efforts engaged in by the Purchaser to collect any accounts receivable included in the Assets reflected on the Closing Balance Sheet that arose after the date of the Closing DateLatest Balance Sheet. The Purchaser may in its discretion, reasonably exercised, resort to litigation or the use of collection agencies or similar efforts to collect the Guaranteed Receivables. Any payment made to the Purchaser or any affiliate of the Purchaser by an account debtor with more than one outstanding account receivable will be applied to particular accounts receivable as specified by the account debtor; provided, however, that if such account debtor does not specify to which account receivable the payment is to be applied, the Buyers shall Purchaser will apply said monies such payments to the oldest outstanding balance due account receivable of such account debtor and then to the next oldest account receivable of such account debtor until such payment has been fully reflected. The Contingent Purchase Price will be reduced by the amount, if any, by which the net amount of the Guaranteed Receivables not collected on or before the particular account, except in 180th day after the case of a Closing Date exceeds the Bad Debt Reserve (as hereinafter defined) (such excess is hereinafter referred to as the "disputed" account receivableGUARANTEED RECEIVABLES SHORTFALL"). Any Guaranteed Receivables not collected within 180 days will be returned to the Sellers. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed accountAgreement, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable term "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Collection of Accounts Receivable. At the 8.2.1 If, after Closing, Seller receives payment on any of the Accounts Receivable acquired at Closing, Seller will turn over shall forthwith forward the same to Buyer within five business days after receipt thereof and Buyer shall do the same with regard to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business Accounts Receivable listed on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers Schedule 2.2.5.
8.2.2 Buyer shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies right, upon five days prior written notice and during the 120-day period following normal business hours of Seller, to review records of Seller solely to determine compliance with the provisions of Section 8.2.1.
8.2.3 Buyer shall collect the Accounts Receivable acquired at Closing in accordance with its normal and customary collection practices. All payments received by Buyer from any customers owing any such Accounts Receivable shall be applied against Accounts Receivable from the same customers in accordance with the customer's instructions; provided in the absence of instructions or the inability to obtain instructions after due inquiry, against the oldest Accounts Receivable outstanding from time to time. Buyer shall take no action to induce or encourage customers to instruct that payments from such customers be applied other than to the oldest Accounts Receivable outstanding. Buyer shall not be obligated to refer any Account Receivable for collection, and Buyer shall not make any such referral and shall not compromise, settle or adjust the amount of any such Account Receivable, except with the prior written approval of Seller, which shall not be unreasonably withheld or delayed. Amounts so compromised, settled or adjusted shall be applied against the allowance for doubtful accounts reflected in the Closing Date from an advertiser who, Balance Sheet as finally determined in accordance with Section 3.2.1.
8.2.4 On or after the 105th day after the Closing Date, is advertising on but not later than the Stations135th day after the Closing Date, and Buyer shall have the right to reassign to Seller any or all of the acquired Accounts Receivable which have not been collected prior to such date; provided that advertiser was included among notwithstanding the accounts receivable foregoing, with respect to any Accounts Receivable which have not been billed as of the Closing Date, the Buyers period during which Buyer may reassign any such Accounts Receivable shall apply said monies to be on or after the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-120th day period following after the Closing Date. If Date but not later than the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations 150th day after the Closing Date. At Within 15 days after reassignment of any of such Accounts Receivable under this provision, Seller shall reimburse Buyer dollar-for-dollar for the end Accounts Receivable so reassigned less the remaining amount, if any, of the 120-day period following ENS's allowance for doubtful accounts as reflected on the Closing DateBalance Sheet, with such payment being made by wire transfer of immediately available funds, together with interest thereon at the Buyers will turn back rate charged by Buyer's secured lender, from time to time, for the Seller all of the accounts receivable of the Stations as of period from the Closing Date owing to until the Seller which date of reassignment. If all acquired Accounts Receivable have not yet been collected, compromised, settled or adjusted and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following there is a balance in ENS's allowance for doubtful accounts as reflected on the Closing DateBalance Sheet, or if the Buyers balance in ENS's allowance for doubtful accounts exceeds the amount of Accounts Receivable so assigned, Buyer shall afford promptly pay such balance or excess to Seller, with such payment being made by wire transfer of immediately available funds, together with interest thereon at the Seller reasonable access rate charged by Buyer's secured lender, from time to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder time, for the sole benefit period from the Closing Date until the date of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortspayment.
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Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth 15th (120thfifteenth) day following the month in which they are collected, together with an accounting of all payments received within such period. The Except as specifically provided herein, the Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Collection of Accounts Receivable. At the Closing, the Seller will turn over On or prior to the BuyersMerger Date, for collection onlyParent and Subsidiary shall deliver to the Company and Amari a list of all Accounts Receivable of the Company, which do not meet the accounts definition of Collectible Accounts Receivable but which Parent and Subsidiary elect (in their sole discretion) to include as Collectible Accounts Receivable. Set forth on Schedule 7.10 hereto is a list of all Collectible Accounts Receivable, including all of the Accounts Receivable which Parent and Subsidiary elected to include as Collectible Accounts Receivable in accordance with this Section 7.10 (and which will be treated as Collectible Accounts Receivable in calculating Net Liability Value pursuant to Section 2.4(c)). The parties hereto agree that the account receivable of $93,033 due from the Stations owing OTR Series Joint Venture shall be deemed not to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For Collectible Accounts Receivable for purposes of this Agreement. For a period of 180 days after the Merger Date, Subsidiary shall act as Amari's agent for purposes of collecting monies from any Accounts Receivable which are not, or which are not deemed to be, Collectible Accounts Receivable and ninety-five percent (95%) of the amounts collected by Subsidiary shall be paid to Amari (accounted for monthly) as additional Merger Consideration and the remaining five (5%) percent shall be retained by Subsidiary as a collection fee. The payments to Amari pursuant to this Section 6(d), 7.10 shall be accompanied by a "disputed" account receivable means one which report setting forth the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have amounts received. Subsidiary shall be under no further responsibility with respect obligation to the pursue collection of such receivablesAccounts Receivable. During If any such Accounts Receivable remain uncollected more than 180 days after the 120-day period following the Closing Merger Date, Subsidiary shall transfer such remaining Accounts Receivable to Amari and he may pursue the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listcollection thereof at his sole cost and expense." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. At Seller shall deliver to Buyer not later than five (5) business days after the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable TBA Date a complete and detailed statement of the Stations owing to the Seller all Accounts Receivable as of the close TBA Date, showing the name, amount and age of each account. During the period from the TBA Date through the end of the sixth successive calendar month (excluding the calendar month during which the TBA Date occurs) (the "Collection Period"), with respect to the Accounts Receivable, (i) Buyer will use reasonable best efforts, in accordance with Buyer's customary business practices, to collect the Accounts Receivable, but Buyer shall not be obligated to use any efforts to collect any of the Accounts Receivable that are more extensive than the efforts that Buyer uses to collect its own accounts receivable, (ii) Buyer shall not make any referral or compromise of any of the Accounts Receivable to any collection agency or attorney for collections and shall not settle or adjust the amount of any of such Accounts Receivable without the prior written authorization of Seller, (iii) on or before the fifth business day following the end of each calendar month in the Collection Period Buyer shall furnish Seller with a list of the amounts collected during such calendar month with respect to the Accounts Receivable, and (iv) Buyer shall remit to Seller, on or before the fifth business day after the end of each successive calendar month during the Collection Period, all amounts collected by Buyer with respect to the Accounts Receivable that have not previously been remitted to Seller, net of any commissions paid or payable with respect thereto. Seller shall be entitled to inspect and/or audit the records maintained by Buyer pursuant to this Section 6.19 from time to time, upon reasonable advance notice. If Buyer receives any payment from an account debtor that is liable under any of the Accounts Receivable and with whom Buyer continues to sell advertising time on the day before Station, or otherwise maintains a business relationship, Buyer shall first credit the Closing Date. A schedule of payment in full to any outstanding Account Receivable balance for such accounts receivable will be delivered by the account unless Seller to the Buyers on the Closing Date directs otherwise or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which unless the account debtor refuses indicates that there is a dispute in which case the payment shall be applied first to pay because he asserts that undisputed items. Following the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerCollection Period, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Dateobligations under this Section 6.19, the Buyers will turn back except that Buyer shall immediately pay over to the Seller all of the accounts receivable of the Stations as of the Closing Date owing any amounts subsequently paid to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility it with respect to any Accounts Receivable. Following the Collection Period, Seller may pursue collection of such receivablesall Accounts Receivable. During the 120Buyer shall have no right to set-day period following the Closing Date, the Buyers shall afford the off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Seller. If Buyer remits to Seller reasonable access hereunder any Accounts Receivable paid by NBC which are based on estimates and it is subsequently determined that Seller was not entitled to the accounts receivable "aging list." The entire amount of such payment, Seller acknowledges and agrees that shall immediately return to Buyer for payment to NBC the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Sellerexcess amount. The Buyers obligation of Seller in the previous sentence shall not have any duty to inquire as be subject to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsBasket.
Appears in 1 contract
Collection of Accounts Receivable. (a) The Purchaser shall use its normal collection methods in attempting to collect the Accounts Receivable acquired by the Purchaser at Closing. At the or as soon as reasonably practicable following Closing, the Seller will turn over shall provide to the BuyersPurchaser an Accounts Receivable aging schedule as of March 31, for collection only2004. Thereafter, the accounts receivable Purchaser's personnel (which may include leased employees under the Transitional Services Agreement) shall be responsible for maintaining records relating to the Accounts Receivable collected, including recording cash receipts, offsets and adjustments in accordance with the procedures set forth in Section 3.06(d) of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date Disclosure Schedule.
(b) On or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as six month anniversary of the Closing Date, the Buyers Purchaser shall apply said monies have no further obligations with respect to collection efforts related to the oldest outstanding balance due on the particular accountAccounts Receivable and, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account upon notice to the Seller, the Buyers shall have no further responsibility for its collection and Purchaser may accept payment withdraw from the account debtor Cash Escrow an amount equal to the balance of any remaining uncollected Accounts Receivable ("Uncollected Accounts") net of any reserve for advertising carried Accounts Receivable reflected on the Stations Closing Balance Sheet; provided, however, (i) if after such period, the Closing Date. At Purchaser receives a payment that by its terms has been tendered in payment of an Uncollected Account, Purchaser shall promptly forward such payment pursuant to instructions provided by the Seller at the end of such six month period, and (ii) if the 120-day period following Cash Escrow then held in escrow is insufficient to enable the Closing Date, Purchaser to recover the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date full amount owing to the Seller which have not yet been collectedit under this Section 5.14(b), and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and Owners shall pay such shortfall to the Purchaser within five business days after receipt of written demand for such payment. Upon receipt by the Purchaser of payment in full of all amounts owing to it under this Section 5.14(b), the Purchaser shall assign to Seller all Uncollected Accounts. Any portion of an Account Receivable that Buyers have accepted such responsibility for is not collected by the accommodation Purchaser by reason of any contra, offset or similar claim of an account debtor that relates to a liability or obligation of the Seller. , shall be deemed an Uncollected Account for all purposes of this Agreement.
(c) The Buyers shall not have any duty Seller hereby authorizes and grants the Purchaser a limited power of attorney solely to inquire as to collect, receive, endorse and deposit checks received by the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered Purchaser in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights payment of the persons who executed Accounts Receivable, in accordance with the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result provisions of or by reason of such collection effortsthis Section 5.14.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Medical Health Card Systems Inc)
Collection of Accounts Receivable. (a) At the Closing, Xxxxxxx shall designate CBS, by means of a mutually acceptable agency agreement, as its agent solely for purposes of collecting on behalf of Xxxxxxx the Seller will turn over Accounts Receivable. Xxxxxxx shall deliver to the BuyersCBS, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, immediately after the Closing Date, is advertising a complete and detailed statement of the Accounts Receivable. CBS shall make reasonable efforts to collect the Accounts Receivable during the period (the "Collection Period") beginning at the Effective Time and ending on the Stations, and that advertiser was included among the accounts receivable as last day of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period fifth full calendar month following the Closing Date. If Any payment received by CBS (i) at any time following the Buyers return Effective Time, (ii) from a disputed account customer of the Station after the Effective Time who was also a customer of the Station prior to the SellerEffective Time and (iii) which is not designated as a payment of a particular invoice or invoices or as a security deposit or other prepayment, shall be presumptively applied to the accounts receivable for such customer outstanding for the longest amount of time and, if such accounts receivable shall be an Accounts Receivable, remitted to Xxxxxxx in accordance with Section 4.4(b); provided, however, that if, prior to the Effective Time, the Buyers Limited Partnership or, after the Effective Time, the Limited Partnership or CBS received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then CBS shall apply any payments from such customer to such customer's oldest, non-disputed accounts receivable. CBS shall not be obligated to refer any of the Accounts Receivable to a collection agency or to an attorney for collection. CBS shall incur no liability to Xxxxxxx for any collected or uncollected Accounts Receivable. During the Collection Period, neither Xxxxxxx nor its agents, without the consent of CBS, shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes.
(b) On or before the fifth day following the end of each calendar month in the Collection Period, CBS shall deposit into an account identified by Xxxxxxx at the time of Closing the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable. CBS shall xxxxxxx Xxxxxxx with a list of the amounts collected during such calendar month with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Xxxxxxx shall be entitled to inspect and/or audit the records maintained by CBS pursuant to this Section 4.4 from time to time, upon reasonable advance notice.
(c) Following the expiration of the Collection Period, CBS shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Dateobligations under this Section 4.4, the Buyers will turn back except that CBS shall immediately pay over to the Seller all of the accounts receivable of the Stations as of the Closing Date owing Xxxxxxx any amounts subsequently paid to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility it with respect to any Accounts Receivable. Following the collection Collection Period, after consultation with CBS, Xxxxxxx may pursue collections of such receivables. During the 120-day period following the Closing Dateall Accounts Receivable, the Buyers and CBS shall afford the Seller reasonable access deliver to Xxxxxxx all files, records, notes and any other materials relating to the accounts receivable "aging listAccounts Receivable." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Merger Agreement (CBS Corp)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the (a) The accounts receivable of the Stations owing generated prior to the TBA Commencement Date (the "Pre-Closing Receivables") shall be and remain the property of Seller. Within five (5) business days after the TBA Commencement Date, Seller shall furnish Buyer with a list (certified by the Chief Financial Officer of Seller to be a true and complete list) of all accounts receivable of Seller which remain outstanding as of the TBA Commencement Date. Buyer agrees, with respect to any Post-Closing Receivables, to remit all amounts collected on Seller's behalf, no less often than the fifteenth business day after the close of business each month during the Collection Period (as hereinafter defined).
(b) During the period commencing on the day before TBA Commencement Date and ending one (1) year thereafter (the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to "Collection Period"), Buyer shall use commercially reasonable efforts efforts, consistent with Seller's current billing and collection practices and in the ordinary course of business (but without responsibility to institute legal or collection proceedings) the business, to collect such outstanding Pre-Closing Receivables; provided, however, that notwithstanding the foregoing, Buyer shall be under no obligation to commence litigation, employ counsel or engage the services of a collection agency to effect collection. Buyer shall not make any compromise, adjustment, concession or settlement of any Pre-Closing Receivables without Seller's express written consent and Buyer shall be under no obligation to compromise, adjust, concede or settle any accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, generated after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies TBA Commencement Date or otherwise grant any credit or allowance to the oldest outstanding balance due on the particular account, except in the case effect collection of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120Pre-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Receivable.
(c) Within fifteen days after the Closing Date. At the end of each month during the 120Collection Period, Buyer shall give Seller a report of all collections of any Pre-day Closing Receivables during the preceding month.
(d) For a period following the Closing of three hundred and sixty (360) days after TBA Commencement Date, the Buyers will turn back Seller agrees to the Seller all of the accounts receivable of the Stations as of the Closing Date owing remit to the Buyer within five (5) days, any amounts received by Seller which have not yet been collected, and are in payment for advertising broadcast by the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listStations." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. At the Closing, the (a) Seller will turn over retain all accounts receivable relating to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable Hotel accrued as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance (including past due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(damounts), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers and shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back right to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed collect the same. The accounts receivable shall include, without limitation, unpaid room, food and beverage charges, unpaid telephone charges; unpaid valet charges, unpaid charges for other services or merchandise; amounts owed to Seller from credit cards receipts, whether or not such credit card receipts have been delivered by Seller to the credit card companies; and refunds, prepayments, and like returns attributable to the period prior to the Closing Date.
(b) All accounts receivable so retained by Seller are referred to as "Seller's Accounts Receivable." If any instruments representing payment of any Seller's Accounts Receivable come into the possession of Buyer, Buyer shall indemnify Buyers immediately deliver such instruments to Seller. All moneys collected by Buyer from Seller's Accounts Receivable shall be accounted for and hold them harmless be transmitted to Seller on or before the first (1st) and fifteenth (15th) days of each month with a statement showing the respective collections. All moneys collected by Buyer from Seller's Accounts Receivable shall be accounted for and against be transmitted to Seller on or before the first (1st) and fifteenth (15th) days of each month with a statement showing the respective collections. All moneys collected from each payor of Seller's Accounts Receivable shall be applied in the reverse order of the age of the outstanding accounts receivable of that payor from the first to new order of the age of the outstanding accounts receivable of that payor from the most recent to the oldest, except where, due to a dispute, a particular payment is designated by the payor to be applied otherwise, in which case such specified application shall control. Buyer shall be accountable only from amounts actually received, and shall have no responsibility for, or duty to inquire into, any judgmentsamounts deducted by the respective payers from amounts due Seller as service charges, expenses offsets or otherwise. Buyer shall not be required to take any action to enforce the collection of Seller's Accounts Receivable. A charge of fifteen percent (including attorney15%) of the amount collected shall be made by Buyer to Seller for handling the collection of any Seller's fees) costs Accounts Receivable requested by Seller. Buyer shall use reasonable efforts to keep proper records showing the results of collection of Seller's Accounts Receivable, which records shall be open to inspection by Seller or liabilities its agents at all reasonable times. Buyer shall not collect or be authorized to collect any Accounts Receivable of Seller unless buyer is specifically requested to do so by Seller. Seller may not institute any action to enforce collection in any court of law to collect any unpaid Seller's Accounts Receivable absent the prior written consent of Buyer which may be withheld in Buyer's sole and absolute discretion. The provisions of this subparagraph shall survive the Buyers may incur or sustain as a result of or by reason of such collection effortsClosing.
Appears in 1 contract
Collection of Accounts Receivable. At Seller shall deliver to Buyer not later than five (5) business days after the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable TBA Date a complete and detailed statement of the Stations owing to the Seller all Accounts Receivable as of the close TBA Date, showing the name, amount and age of each account. During the period from the TBA Date through the end of the sixth successive calendar month (excluding the calendar month during which the TBA Date occurs) (the "Collection Period"), with respect to the Accounts Receivable, (i) Buyer will use reasonable best efforts, in accordance with Buyer's customary business practices, to collect the Accounts Receivable, but Buyer shall not be obligated to use any efforts to collect any of the Accounts Receivable that are more extensive than the efforts that Buyer uses to collect its own accounts receivable, (ii) Buyer shall not make any referral or compromise of any of the Accounts Receivable to any collection agency or attorney for collections and shall not settle or adjust the amount of any of such Accounts Receivable without the prior written authorization of Seller, (iii) on or before the fifth business day following the end of each calendar month in the Collection Period Buyer shall furnish Seller with a list of the amounts collected during such calendar month with respect to the Accounts Receivable, and (iv) Buyer shall remit to Seller, on or before the fifth business day after the end of each successive calendar month during the Collection Period, all amounts collected by Buyer with respect to the Accounts Receivable that have not previously been remitted to Seller, net of any commissions paid or payable with respect thereto. Seller shall be entitled to inspect and/or audit the records maintained by Buyer pursuant to this Section 6.11 from time to time, upon reasonable advance notice. If Buyer receives any payment from an account debtor that is liable under any of the Accounts Receivable and with whom Buyer continues to sell advertising time on the day before Station, or otherwise maintains a business relationship, Buyer shall first credit the Closing Date. A schedule of payment in full to any outstanding Account Receivable balance for such accounts receivable will be delivered by the account unless Seller to the Buyers on the Closing Date directs otherwise or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which unless the account debtor refuses indicates that there is a dispute in which case the payment shall be applied first to pay because he asserts that undisputed items. Following the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the SellerCollection Period, the Buyers Buyer shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Dateobligations under this Section 6.11, the Buyers will turn back except that Buyer shall immediately pay over to the Seller all of the accounts receivable of the Stations as of the Closing Date owing any amounts subsequently paid to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility it with respect to any Accounts Receivable. Following the Collection Period, Seller may pursue collection of such receivablesall Accounts Receivable. During the 120Buyer shall have no right to set-day period following the Closing Date, the Buyers shall afford the off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Seller. If Buyer remits to Seller reasonable access hereunder any Accounts Receivable paid by NBC which are based on estimates and it is subsequently determined that Seller was not entitled to the accounts receivable "aging list." The entire amount of such payment, Seller acknowledges and agrees that shall immediately return to Buyer for payment to NBC the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Sellerexcess amount. The Buyers obligation of Seller in the previous sentence shall not have any duty to inquire as be subject to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsBasket.
Appears in 1 contract
Collection of Accounts Receivable. At the ClosingTBA Date, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing TBA Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing TBA Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-one hundred eighty (180) day period following the Closing TBA Date, and will remit all payments received on such accounts during this 120-day period on within ten (10) days of the one hundred twentieth (120th) day end of the month in which the payments were received, together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) 180-day period. In the event the Buyers receive monies during the 120180-day period following the Closing TBA Date from an advertiser who, after the Closing TBA Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing TBA Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120180-day period following the Closing TBA Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing TBA Date. At the end of the 120180-day period following the Closing TBA Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing TBA Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120180-day period following the Closing TBA Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.the
Appears in 1 contract
Collection of Accounts Receivable. At Following the Closing, the Seller Purchaser will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (to collect Accounts Receivable in a manner no less rigorous than the collection efforts used in Purchaser’s own business operations, but without responsibility it will not be required to institute legal proceedings or hire a collection proceedings) agent for the purpose of collecting any Accounts Receivable. All payments will be applied first to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable oldest undisputed Accounts Receivable as of the Closing Date, the Buyers shall apply said monies Date and then to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment receivables arising from the account debtor for advertising carried on the Stations sales after the Closing Date. At Promptly following the end of the 120-day period date which is one hundred eighty (180) days following the Closing Date (the “A/R Adjustment Date”), Purchaser shall in good faith determine the total amount of Accounts Receivable included in Closing Net Working Capital that is not fully collected by the A/R Adjustment Date, net of any reserves or allowance for doubtful collections of Accounts Receivable included in the Buyers will turn back Closing Net Working Capital (such amount, the “A/R Adjustment Amount”), and shall notify the Seller in writing of the proposed A/R Adjustment Amount. The review and dispute resolution procedures set forth in Section 2.3(e) and Section 2.3(f) shall apply to the determination of the A/R Adjustment Amount mutatis mutandis. Upon the Parties’ mutual agreement or final determination as to the A/R Adjustment Amount, the Seller Parties shall, jointly and severally, remit to Purchaser by wire transfer within five (5) Business Days the A/R Adjustment Amount. If the Seller Parties fail to make such payment, Purchaser shall be entitled to recover all or any portion of the unpaid A/R Adjustment Amount, if any, from the Holdback Amount. Any portion of the Accounts Receivable not collected by the A/R Adjustment Date shall be automatically assigned to the Seller all for its benefit and may be pursued and collected by Seller or its designees and/or assignees, in Seller’s sole discretion, but otherwise shall be written off and valued at zero for purposes of the accounts receivable final determination of the Stations as Net Working Capital hereunder. Following payment of the Closing Date owing A/R Adjustment Amount owed to Purchaser hereunder, if Xxxxxxxxx receives any subsequent payment in respect of such Accounts Receivable, Purchaser shall promptly pay over to the Seller which have not yet been collectedsuch amount, and the Buyers will thereafter have no further responsibility with respect to the collection less any directly related costs of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listcollection." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. At 6.1 For a period at three (3) months after the ClosingClosing Date (the "Collection Period") BUYER shall use its reasonable best efforts to collect the Accounts Receivable. BUYER may, but shall not be obligated to, use a collection agency or commence legal actions in connection with such collection efforts. BUYER shall maintain complete records of all customer payments received by BUYER. During the Seller will turn over Collection Period, authorized representatives of PC DYNAMICS shall have reasonable access to BUYER's premises, credit personnel and accounts receivable records, including without limitation, bank deposits and cash receipts information, for the purpose of monitoring BUYER's collection procedure with respect to the BuyersAccounts Receivable and consulting with BUYER concerning such procedure. PC DYNAMICS may, for but shall not be obligated to, use a collection onlyagency or commence legal actions in an effort to collect the Accounts Receivable during the Collection Period upon reasonable notice to BUYER. Within ten (10) business days after the end of each month during the Collection Period, BUYER shall furnish to PC DYNAMICS a statement setting forth the accounts receivable of Accounts Receivable showing the Stations owing to the Seller aging thereof as of the close of business on the day before the Closing Date. A schedule end of such accounts receivable will be delivered by month. Promptly after the Seller expiration of the Collection Period, BUYER shall advise PC DYNAMICS of those Accounts Receivable which have not been collected as of the end of the Collection Period which BUYER wishes PC DYNAMICS to purchase. BUYER shall assign and sell to PC DYNAMICS (without recourse to BUYER) all such designated Accounts Receivable then remaining unpaid for a purchase price equal to the Buyers on book value of the Closing Date Accounts Receivable as set forth Schedule 3 after deducting the aggregate amount collected by BUYER during the Collection Period.
6.2 Upon PC DYNAMICS' repurchase of any unpaid Account Receivable pursuant to this Section.
(a) BUYER shall promptly deliver to PC DYNAMICS any tangible evidence of such Account Receivable then in the possession of BUYER or under its control, and (b) PC DYNAMICS shall be entitled to take any and all actions which it may deem necessary or desirable in order to collect such unpaid Account Receivable. BUYER will, from time to time after such repurchase, execute and deliver to PC DYNAMICS such instruments and other documents as soon thereafter as possible. The Buyers agree PC DYNAMICS may reasonably request to use commercially reasonable efforts assist PC DYNAMICS in its collection efforts.
6.3 In the event that any payment received by BUYER during the Collection Period is remitted by a customer which is indebted under both Accounts Receivable and an account receivable arising out of the sale of inventory in the ordinary course of business after the Closing Date (but without responsibility a "New Receivable"), such payments shall first be applied to institute legal or collection proceedings) the Accounts Receivable due from such customer and the balance remaining after payment in full of all Accounts Receivable due from such customer shall be applied to the New Receivable.
6.4 BUYER will cooperate, at PC DYNAMICS' expense, with PC DYNAMICS in collecting any Accounts Receivable which are repurchased by PC DYNAMICS pursuant to this Section; provided, however, that the foregoing shall not require BUYER to be a party to any action brought by PC DYNAMICS to collect such accounts receivable during Accounts Receivable.
6.5 PC DYNAMICS hereby authorizes BUYER to open any and all mail addressed to the 120-day period following the Closing Date, and will remit all payments PC DYNAMICS (if delivered by BUYER) if received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following or after the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies prior to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following Collection Period and hereby grants to BUYER a power of attorney to endorse and cash any checks or instruments made payable or endorsed to PC DYNAMICS or its order and received by BUYER.
6.6 Any sums received by BUYER in respect of Accounts Receivable (and so identified by the Closing Date. If the Buyers return a disputed relevant account debtor) after their repurchase by PC DYNAMICS pursuant to the SellerSection 6.1 hereof, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back be promptly transmitted by BUYER to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listPC DYNAMICS." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Espos Inc)
Collection of Accounts Receivable. At (a) For a period of six months from the Closing, Purchaser shall utilize the same efforts it uses in collecting its own receivables in attempting to collect the Accounts Receivable acquired by Purchaser at Closing. At or as soon as reasonably practicable following Closing, Seller will turn over shall provide to Purchaser an Accounts Receivable aging schedule as of October ___, 2002. Thereafter, Purchaser's personnel shall be responsible for maintaining records related to the BuyersAccounts Receivable collected, including recording cash receipts, offsets and adjustments which Purchaser deems appropriate (provided, however, that Purchaser shall not settle any Account Receivable for collection onlyless than 100% without the written consent of Seller, which shall not be unreasonably withheld), and Purchaser shall provide Seller with an updated aging schedule for the accounts receivable Accounts Receivable on each of the Stations owing to the Seller as 60th, 120th, and 180th day anniversaries of the close of business on the day before the Closing Date. A schedule Notwithstanding the above, in the event that following Closing, Purchaser receives payment from a customer which is both a historical customer of Seller and a continuing customer of Purchaser following Closing, and such payment does not otherwise indicate or specify an invoice for which such payment is intended, such payment shall be deemed to relate to the oldest Seller Account Receivable of such accounts receivable will customer, unless such Seller Account Receivable is the subject of a dispute between Purchaser and such customer, in which case such payment shall be delivered by the Seller applied to the Buyers on the Closing Date next most recent account receivable.
(b) On or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as six month anniversary of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers Purchaser shall have no further responsibility for its obligations with respect to collection efforts related to the Accounts Receivable and may accept payment shall be entitled to draw from the account debtor escrow account, the balance of any remaining uncollected Accounts Receivable ("Uncollected Accounts"), in exchange for advertising carried on the Stations assignment of such uncollected Accounts Receivable back to Seller; provided, however, if after the Closing Date. At such period Purchaser thereafter receives a payment which by its terms clearly relates to an Account Receivable reassigned to Seller, Purchaser shall promptly forward such payment pursuant to instructions provided by Seller at the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listsix month period." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Samples: Asset Purchase Agreement (National Medical Health Card Systems Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the The accounts receivable of Sellers are not included among the Stations owing to the Seller Assets. Nevertheless, at Closing, Sellers shall supply RBU and RBW with a list of Sellers' accounts receivable as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or (the "Accounts"), and RBU and RBW shall use such efforts as soon thereafter as possible. The Buyers agree to use commercially are reasonable efforts and in the ordinary course of business (including but without responsibility not limited to institute legal or collection proceedingstransmittal of periodic statements of amounts due and owing) to collect the Accounts on Sellers' behalf for a period beginning with the Closing Date and ending with the last day of the fourth full calendar month following the Closing Date (the "Collection Period"). This obligation, however, shall not extend to the institution of litigation, employment of counsel, or any other extraordinary means of collection. During the Collection Period, Sellers shall not solicit any monies from an account debtor who, after Closing, continues to do business with the Stations, provided that during such accounts receivable period Sellers may act to preserve their rights against a bankrupt debtor or commence suit or otherwise take action against any debtor that disputes or refuses to pay the amount of, or liability for, an Account. If Sellers receive a payment from an account debtor during the 120Collection Period, they shall so notify RBU and RBW. RBU and RBW may endorse and deposit in their own names and collect any and all checks and other instruments for the payment of money that RBU or RBW may receive in payment of Accounts. RBU and RBW shall receive no remuneration for their services and shall not be liable for non-collection, or failure of any such collection, except due to their own gross negligence or intentional misconduct. Upon termination of their duties hereunder, RBU and RBW shall deliver to Sellers all of their correspondence and files concerning the collection of the Accounts and all reports of attempts to collect the same. Except as otherwise provided herein, amounts collected by RBU and RBW on account of Sellers' Accounts shall be remitted in full to Sellers on the tenth day period of each calendar month following the Closing Date, for amounts received during the preceding calendar month during the Collection Period. RBU and will remit all payments RBW Buyer shall deliver to Sellers an accounting showing the amount they received on such accounts during this 120each 30-day period on each - 7 - 14 account. If both Sellers and RBU or RBW are entitled to accounts receivable from the one hundred twentieth (120th) day together with an accounting of same account debtor, all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following Collection Period shall be first applied to Sellers' Accounts from such account debtor until the Closing Date from an advertiser whosame are paid in full, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts unless such account debtor has disputed such account receivable as of the Closing Date, the Buyers shall apply said monies in writing to the oldest outstanding balance due on Sellers or has specifically indicated payment is intended to be to its account with RBU or RBW, in which event RBU or RBW shall be entitled to apply the particular account, except in payment made by the case of a "disputed" account debtor to RBU's or RBW's account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which At the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration conclusion of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection Collection Period and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end remittance of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been amounts collected, RBU and the Buyers RBW will thereafter have no further responsibility with respect to the collection of the Accounts, and RBU and RBW may apply all collections received by them from any Account party who continues business with RBU or RBW to obligations owing to RBU or RBW, except for any payment received by RBU or RBW which such receivablesAccount party specifies is for amounts owed to Sellers, in which event such specified amounts shall be paid over to Sellers. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges RBU and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers RBW shall not have any duty the right to inquire as to compromise, settle or adjust the form, manner of execution or validity amounts of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights one of the persons Accounts without Sellers' prior written consent. Sellers shall promptly pay all sales commissions relating to all of their accounts receivable whenever Sellers receive payment thereon; provided, however, RBU and RBW may do so on Sellers' behalf for employees who executed are hired by them and pay the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortsnet commission to Sellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers (a) Beginning on the Closing Date or as soon and ending 60 days thereafter as possible. The Buyers agree (the "Seller Collection Period"), Seller agrees to use commercially reasonable efforts to collect the accounts and notes receivable and other evidence of indebtedness and rights to receive payments arising out of sales occurring in the conduct of the Business on and after the Closing Date ("Post-Closing Accounts Receivable") on behalf of Buyer. In addition, during the Seller Collection Period, Seller shall be responsible for collecting all accounts and notes receivable and other evidence of indebtedness and rights to receive payments arising out of sales occurring in the conduct of the Business prior to the Closing Date ("Pre-Closing Accounts Receivable" and, together with the Post- Closing Accounts Receivable, "Accounts Receivable"). During the Seller Collection Period, Seller shall maintain ownership of and control over the various lockboxes used by Seller for the Business (the "Lockboxes"). With respect to each week of the Seller Collection Period, Seller shall, by Wednesday of the following week, (i) deliver to Buyer a detailed schedule setting forth the outstanding Accounts Receivable, including those outstanding for more than 60 days after their invoice date, and the amounts collected during such week with respect to such Accounts Receivable, and (ii) remit to Buyer any funds collected by Seller on behalf of Buyer with respect to Post-Closing Accounts Receivable. During the Seller Collection Period, Seller shall provide Buyer with written notice of any disputes relating to Accounts Receivable. Buyer shall have sole responsibility to resolve any such disputes involving Post-Closing Accounts Receivable. Seller shall not be required to retain a collection agency, bring any suit, employ any other third party collection methods or take any other action out of the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during any of the 120Post-day period following Closing Accounts Receivable. After the Closing Datetermination of the Seller Collection Period, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers Seller shall have no responsibility for the sole right to collect such accounts receivable during such one hundred twenty (120) day periodcollection of Post-Closing Accounts Receivable on behalf of Buyer or otherwise. In the -33- event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, that after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as termination of the Closing Date, the Buyers Seller Collection Period Seller shall apply said monies to the oldest outstanding balance due receive any remittance from or on the particular account, except in the case behalf of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the any account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of any Post-Closing Account Receivable, Seller shall endorse such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access remittance to the accounts receivable "aging listorder of Buyer and forward same to Buyer promptly upon receipt thereof." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
Appears in 1 contract
Collection of Accounts Receivable. At (a) On or within 15 days after the Closing, the Buyer and Seller will turn over to the Buyersshall determine and agree on, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the business day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of immediately preceding the Closing Date, the Buyers amount of the Accruals. Promptly after the Closing, Buyer, in coordination with Seller, shall apply said monies render invoices to Seller's clients for the oldest Accruals. Buyer shall remit to Seller all payments received by it on account of the Accruals and any Non- Acquired Receivables within 15 days after the end of each month in which such payments are received. While Buyer shall use reasonable efforts to collect the Accruals and any Non-Acquired Receivables outstanding balance due on the particular accountClosing Date commensurate with the efforts it would use to collect its own accounts receivable, except Buyer shall not be required to institute litigation or other collection proceedings in order to do so and, in any event, Buyer shall have no liability to Seller for any Accruals or Non- Acquired Receivables that are not collected. Seller shall have the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which right to institute collection proceedings with respect to any Accruals or Non-Acquired Receivables that are aged more than 120 days after the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration date of the 120-day related invoice, but shall notify Buyer of any such action not less than five business days before it is instituted.
(b) Buyer shall use reasonable efforts to collect the Acquired Receivables commensurate with the efforts that it would use to collect its own accounts receivables, but shall not be required to institute litigation or other collection proceedings in order to do so and shall in no event have any liability to Seller for any Acquired Receivables that are not collected. To the extent that any of the Acquired Receivables remain uncollected (the "Uncollected Receivables") for a period following greater than 120 days from the Closing Date, Seller and the Stockholders, jointly and severally, shall, within 5 days of receipt of written notice from Buyer setting forth in detail such Uncollected Receivables, pay to Buyer such uncollected amount. If Seller shall have the Buyers return a disputed account right to institute collection proceedings with respect to the Uncollected Receivables but only after payment in full is made with respect to such receivables in accordance with this Section 1.8(b). Upon payment in full, Buyer shall be deemed to have conveyed, transferred and assigned the Uncollected Receivables to Seller.
(c) Seller shall promptly pay to Buyer, if and when received, any amounts which are received by it after the Buyers shall have no further responsibility for its collection and may accept payment from Closing Date in respect of any of the account debtor for advertising carried Acquired Assets (including, without limitation, any Acquired Receivables) or with respect to any accounts receivable generated by Buyer with respect to periods on the Stations or after the Closing Date. At the end of the 120-day period following Similarly, if Buyer receives after the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility any payments with respect to any assets of Seller not included in the collection Acquired Assets (other than the Accruals and the Non-Acquired Receivables (which shall be governed by Section 1.8(a)), Buyer shall promptly pay such amounts to Seller. Any amounts received by Buyer or Seller in respect of such receivables. During the 120-day period following the Closing Date, the Buyers accounts receivable shall afford the Seller reasonable access be applied to the accounts receivable "aging listreceivables specifically identified by the client. If no such identification is provided, Buyer or Seller, as the case may be, shall inquire of client for written identification and apply the amount received accordingly." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Samples: Asset Purchase Agreement (Headway Corporate Resources Inc)
Collection of Accounts Receivable. At the Closing, the (a) Seller will turn over retain all accounts receivable relating to the Buyers, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable Hotel accrued as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance (including past due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(damounts), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers and shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyers will turn back right to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed collect the same. The accounts receivable shall include, without limitation, unpaid room, food and beverage charges, unpaid telephone charges; unpaid valet charges, unpaid charges for other services or merchandise; amounts owed to Seller from credit cards receipts, whether or not such credit card receipts have been delivered by Seller to the credit card companies; and refunds, prepayments, and like returns attributable to the period prior to the Closing Date.
(b) All accounts receivable so retained by Seller are referred to as "Seller's Accounts Receivable." If any instruments representing payment of any Seller's Accounts Receivable come into the possession of Purchaser, Purchaser shall indemnify Buyers immediately deliver such instruments to Seller. All moneys collected by Purchaser from Seller's Accounts Receivable shall be accounted for and hold them harmless be transmitted to Seller on or before the fifteenth (15th) day of each month with a statement showing the respective collections. All moneys collected from each payor of Seller's Accounts Receivable shall be applied in the reverse order of the age of the outstanding accounts receivable of that payor from the most recent to the oldest. Purchaser shall be accountable only from amounts actually received, and against shall have no responsibility for, or duty to inquire into, any judgmentsamounts deducted by the respective payers from amounts due Seller as service charges, expenses (including attorneyoffsets or otherwise. Purchaser shall not be required to take any action to enforce the collection of Seller's fees) Accounts Receivable. A charge of "actual costs of collection" of the amount collected shall be made by Purchaser to Seller for handling the collection of any Seller's Accounts Receivable requested by Seller. Purchaser shall use reasonable efforts to keep proper records showing the results of collection of Seller's Accounts Receivable, which records shall be open to inspection by Seller or liabilities its agents at all reasonable times. Purchaser shall not collect or be authorized to collect any Accounts Receivable of Seller unless Purchaser is specifically requested to do so by Seller. Seller may not institute any action to enforce collection in any court of law to collect any unpaid Seller's Accounts Receivable absent the prior written consent of Purchaser which may be withheld in Purchaser's sole and absolute discretion. The provisions of this subparagraph shall survive the Buyers may incur or sustain as a result of or by reason of such collection effortsClosing.
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Collection of Accounts Receivable. At the ClosingAll Accounts Receivable, the Seller will turn over to the Buyersif any, for collection only, the accounts receivable of the Stations owing to the Seller outstanding as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will Adjustment Time shall be delivered identified in a report to be provided by the Seller Sellers to the Buyers on the Closing Date or Buyer as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period practicable following the Closing DateClosing. Sellers hereby assign to Buyer the Accounts Receivable, and will remit all payments received on such accounts during this 120-day effective upon the Adjustment Time, solely for the collection thereof. For a period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, 90 days after the Closing Date, is advertising Buyer shall use reasonable efforts to collect the Accounts Receivable in the normal and ordinary course of business. Neither Buyer’s authority nor obligation shall extend to the compromise of any Accounts Receivable or the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Buyer shall apply all such amounts collected on the StationsAccounts Receivable to the debtor’s oldest invoice not in dispute first (except that any such amounts collected by Buyer from persons who are also indebted to Buyer for the purchase of advertising time on the Stations may be applied to Buyer’s account where there is a preexisting bona fide dispute between Sellers and such account debtor with respect to all of its invoices), and that advertiser was included among Buyer shall provide to Sellers an aging report and a collections report and shall pay Sellers the full amount collected on the Accounts Receivable, net of commissions, within fifteen (15) days after the end of each calendar month during the above-mentioned 90 day period. Any of the Accounts Receivable remaining uncollected at the end of such 90 day period shall be re-assigned to Sellers for collection. All accounts receivable as arising out of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the particular account, except in the case of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration conduct of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection business and may accept payment from the account debtor for advertising carried on operation of the Stations after the Closing Date. At Adjustment Time shall be and remain the end property of the 120-day period following the Closing Date, the Buyers will turn back to the Seller all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging listBuyer." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Samples: Option Agreement (Cox Radio Inc)
Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the accounts receivable shall provide Buyer with a list of the Stations owing to the Seller as of the close of business on the day before the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable its Accounts Receivable as of the Closing Date, including the Buyers shall apply said monies name, address and amount owed by each Accounts Receivable debtor and the related invoice numbers and other information appropriate to the oldest outstanding balance due on collection of Seller's Accounts Receivable (the particular account, except in the case of a "disputed" account receivableAccounts Statement"). For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. At the end of the 120-day period following After the Closing Date, Buyer shall use its Best Efforts to collect for the Buyers will turn back benefit of Seller the Accounts Receivable listed on the Accounts Statement, but shall not be obligated to commence any Proceeding or retain the Seller all services of the accounts receivable any third party (e.g., collection agency, attorney, etc.) to collect any of the Stations as of the Closing Date owing to the Seller which have not yet been collectedSeller's Accounts Receivable, and shall not offer any discount on any of Seller's Accounts Receivable without the Buyers will thereafter have no further responsibility with respect prior consent of Seller. Within ten (10) days from the last day of each month, Buyer shall pay to Seller ninety-eight percent (98%) of Seller's Accounts Receivable collected by Buyer during the month, retaining two percent (2%) of Seller's Accounts Receivable collected by Buyer as a fee for reimbursement of Buyer's time and effort in effecting such collections. Upon reasonable advance notice during normal business hours, Seller may inspect the books and records of Buyer relating to Buyer's collection of such receivablesSeller's Accounts Receivable. During the 120-day period first ninety (90) days after Closing, Seller shall not attempt to collect (and will not commence any Proceeding to collect) any of its Accounts Receivable without the prior consent of Buyer. If following the Closing DateBuyer receives any payment or remittance from a debtor reflected on the Accounts Statement and which debtor is also a continuing customer of Buyer, the Buyers then such collection shall afford the Seller reasonable access first be allocated to the accounts receivable "aging listamounts owing from the debtor on the Account Statement and thereafter any excess amounts to such debtor's account with Buyer." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection efforts.
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Collection of Accounts Receivable. At the Closing, the Seller will turn over to the Buyers, for collection only, the (a) The accounts receivable of the Stations owing generated prior to the TBA Commencement Date (the "Pre-Closing Receivables") shall be and remain the property of Seller. No later than January 11, 2001, Seller shall furnish Buyer with a list (certified by the Chief Financial Officer of Seller to be a true and complete list) of all accounts receivable of Seller which remain outstanding as of the TBA Commencement Date. Buyer agrees, with respect to any Pre-Closing Receivables, to remit all amounts collected on Seller's behalf, no less often than the fifteenth business day after the close of business each month during the Collection Period (as hereinafter defined) and without deduction or adjustment except for accrued sales commissions paid to former sales personnel of Seller at the commission rate prevailing at the time of the sale.
(b) During the period commencing on the day before TBA Commencement Date and ending one hundred eighty (180) days thereafter (the Closing Date. A schedule of such accounts receivable will be delivered by the Seller to the Buyers on the Closing Date or as soon thereafter as possible. The Buyers agree to "Collection Period"), Buyer shall use commercially reasonable efforts efforts, consistent with Seller's current billing and collection practices and in the ordinary course of business (but without responsibility to institute legal or collection proceedings) the business, to collect such outstanding Pre-Closing Receivables; provided, however, that notwithstanding the foregoing, Buyer shall be under no obligation to commence litigation, employ counsel or engage the services of a collection agency to effect collection. Buyer shall not make any compromise, adjustment, concession or settlement of any Pre-Closing Receivables without Seller's express written consent and Buyer shall be under no obligation to compromise, adjust, concede or settle any accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on such accounts during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, generated after the Closing Date, is advertising on the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall apply said monies TBA Commencement Date or otherwise grant any credit or allowance to the oldest outstanding balance due on the particular account, except in the case effect collection of a "disputed" account receivable. For purposes of this Section 6(d), a "disputed" account receivable means one which the account debtor refuses to pay because he asserts that the money is not owed or the amount is incorrect. In the case of such a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the 120Pre-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations Receivable.
(c) Within fifteen days after the Closing Date. At the end of each month during the 120-day period following the Closing DateCollection Period, the Buyers will turn back to the Buyer shall give Seller a report of all of the accounts receivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the Buyers will thereafter have no further responsibility with respect to the collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall afford the Seller reasonable access to the accounts receivable "aging list." The Seller acknowledges and agrees that the Buyers are acting as collection agent hereunder for the sole benefit of the Seller and that Buyers have accepted such responsibility for the accommodation of the Seller. The Buyers shall not have any duty to inquire as to the form, manner of execution or validity collections of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall Pre-Closing Receivables during the Buyers have any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of or by reason of such collection effortspreceding month.
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