Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 3 contracts
Samples: Assets Purchase Agreement (Brill Media Co LLC), Assets Purchase Agreement (Brill Media Co LLC), Assets Purchase Agreement (Brill Media Co LLC)
Collection of Accounts Receivable. At Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller will deliver Seller's existing accounts receivable on the and its Subsidiaries shall collect all Accounts Receivable Listin the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. Such Accounts Receivable List will be used by Buyer for purposes of collection only for From and after the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentClosing, during the Collection Period Buyer Purchaser shall have the exclusive sole right to and shall make commercially reasonable efforts authority to collect Seller's accounts receivable listed on the for its own account all Accounts Receivable List, but shall not be required and 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 is an account debtor for an account endorse with the name of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment and its Subsidiaries any checks or shall contest the 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 obligation drafts received with respect theretoto any such Accounts Receivable. If Seller requestsagrees to deliver promptly to Purchaser all cash, Buyer also shall promptly return to checks or other property received directly or indirectly by Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation its Subsidiaries with respect to such accountAccounts Receivable, including, without limitation, any amounts payable as interest thereon. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days From and after the end of each month in which 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 extent requested by Purchaser, Seller and its Subsidiaries shall take such monies are collected. Upon expiration of actions as may be reasonably necessary or advisable to facilitate the 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 Accounts Receivable; it being agreed and understood that customers of the Collection PeriodAcquired 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 the Closing Date, Buyer will make final payment Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller of and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingcustomer(s).
Appears in 3 contracts
Samples: Agreement for the Purchase and Sale of Assets (Cypress Semiconductor Corp /De/), Registration Rights Agreement (Netlogic Microsystems Inc), Registration Rights Agreement (Cypress Semiconductor Corp /De/)
Collection of Accounts Receivable. At ClosingFollowing the Closing Date, Seller will deliver Seller's existing Buyer shall, consistent with its customary business practices and in the Ordinary Course of Business, use its best efforts to collect the accounts receivable on of APC and its Subsidiaries that are outstanding as of the Closing Date (collectively, the "Closing Date Accounts Receivable ListReceivable"). Such Accounts Receivable List will be used by Buyer On a monthly basis for purposes of collection only for the a period of one hundred twenty (120) days immediately following year from the Closing (the "Collection Period"). Acting as Seller's agentDate, during the Collection Period Buyer shall have the exclusive right deliver to and shall make commercially reasonable efforts to collect Seller's Holdings a computer generated accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation aging report with respect to such accountthe Closing Date Accounts Receivable, which shall include the identity of delinquent accounts by agency office. One year from the Closing Date, Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within 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 uncollected Closing Date Accounts Receivable, if any, Sellers, jointly and severally, shall pay to Buyer, on a dollar-for-dollar basis, the amount by which the uncollected Closing Date Accounts Receivable exceed the sum of (a) the accounts receivable 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 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 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 set forth in a notice delivered to both parties by such accounting firm no later than thirty (30) days after the end 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 each month in which the fees of such monies are collectedaccounting firm for such determination. Upon expiration Buyer's receipt of the Collection Periodany reimbursement pursuant to this Section 5.22, Buyer shall be relieved of promptly assign to Holdings 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingClosing 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, Seller the Sellers will deliver Seller's existing turn over to the Operating Company, for collection only, the accounts receivable of the Stations owing to the Sellers as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Sellers to the Operating Company on the Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right The Operating Company agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed during the 120-day period following the Closing Date, and will remit all payments received on such accounts to Seller at the end of such 120-day period. In the event the Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Operating Company shall apply said moneys to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Operating Company shall immediately return the account to the Sellers prior to expiration of Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Operating Company returns a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Operating Company shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If Seller requestsAt the end of the 120-day period following the Closing Date, Buyer also shall promptly return the Operating Company will turn back to Seller any account the Sellers all of Seller that is over 90 days oldthe accounts receivable of the Stations as of the Closing Date owing to the Sellers which have not yet been collected, and Buyer shall the Operating Company will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables (except to pay over amounts received). Buyer During the 120-day period following the Closing Date, the Operating Company shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding"aging list."
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 deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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 as of the 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Station, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation responsibility for its collection and may accept payment from the account debtor for advertising carried on the 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 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 theretoto the collection of such receivables. If During the 120-day period following the Closing Date, the Buyers shall afford the Seller requestsreasonable 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, Buyer also manner of execution or validity of any item, document, instrument or notice deposited, received or delivered in connection with such collection efforts, nor shall promptly return the Buyers have any duty to Seller any account inquire as to the identity, authority or rights of Seller that is over 90 days oldthe persons who executed the same; provided, and Buyer however, the Buyers shall have no further obligation with respect right to waive, negotiate, settle, or defer any such account. Buyer shall transmit all monies collected on claim without Seller's accounts receivable 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 within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
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 deliver Seller's existing 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 Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for proceedings) to collect such accounts receivable during the 120-day period of one hundred twenty (120) days immediately following the Closing Date (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 will remit all payments received on an account from any customer such accounts within ten days of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month during the Collection Period together with an accounting of all payments received during such month. The Buyers shall have the sole right to collect such accounts receivable during the Collection Period. In the event the Buyers receive monies during the 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 receivable 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 monies are collected. Upon a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the Collection Period. If the Buyers return a disputed account to the Seller, Buyer the Buyers shall be relieved of all have no further responsibility for, or to attempt for its collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible may accept payment from the account debtor for collection of any balances due advertising carried on such accountsthe Stations after the Closing Date. Within twenty (20) days after expiration At the end of the Collection Period, Buyer the Buyers will make final payment turn back to the Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement all of the accounts outstandingreceivable 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 Collection 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 will deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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 thirty-fifth (135th) 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall have apply said monies to the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. 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 Buyer shall transmit all monies collected on Seller's accounts receivable not have any duty to Seller within fifteen (15) days after inquire as to the end form, manner of each month execution or validity of any item, document, instrument or notice deposited, received or delivered in which connection with such monies are collected. Upon expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer shall be relieved expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of all responsibility for, or to attempt by reason of such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingefforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, Seller will deliver Seller's existing accounts receivable --------------------------------- retain hereunder, and subject to the limitations of this Section 6.5, shall have the right and authority to xxxx (for a period of ninety (90) days after Closing to the extent unbilled as of the 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 a monthly basis, provide PharmaCare with a trial balance of the Accounts Receivable Liston a customer-by-customer basis, showing the aging thereof. Such Accounts Receivable List will be used by Buyer for purposes of Seller shall notify PharmaCare prior to taking any collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right actions with respect to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable Listthat are inconsistent with its past practices; within thirty (30) days of such notice, but shall not be required to expend or advance any PharmaCare and Seller will agree on a proper course 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 action in collecting the Accounts Receivable which reasonably accommodates both Seller's accounts receivableinterests in collecting the Accounts Receivable and the Buyers' interests in preserving customer goodwill. 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 on an account from any customer of by a Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application invoice designated by the payer of such payment, or, if no invoice is so designated by the payer, such payment or shall contest be applied to the outstanding invoices to such account receivabledebtor in chronological order, in which case beginning with the oldest invoice. Each Buyer shall promptly notify Seller of such designation within seventy-two hours transfer or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return deliver to Seller any account cash or other property that such Buyer may receive in respect of any asset of Seller that is over 90 days oldnot constituting a part of the Assets. As promptly as practicable after the Closing, the Parties shall agree on the substance of, and Buyer shall have no further obligation with respect send, a notice to such account. Buyer shall transmit all monies collected on Seller's the customers of the Division indicating that Accounts Receivable should be paid to the order of Seller and that accounts receivable to Seller within fifteen (15) days arising out of sales made by the Buyers after the end of each month in which such monies are collected. Upon expiration Closing Date should be paid to the order of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingBuyers.
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 deliver Seller's existing 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 Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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 tenth (10th) 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to "aging list." The Seller within fifteen (15) days after acknowledges and agrees that the end of each month in which such monies Buyers are collected. Upon expiration acting as collection agent hereunder for the sole benefit of the Collection PeriodSeller 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, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer will make final payment to Seller 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 amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement gross negligence or any omission of the accounts outstandingBuyers 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 the Closing, the Seller will deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Seller to the Buyers on the Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right The Buyers agree to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed on during the Accounts Receivable List120-day period following the Closing Date, 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 and will remit all payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first such accounts during each calendar month during this 120-day period to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) business days after the end of that calendar month. The Buyers shall provide the Seller with a monthly accounting of all payments received on such accounts within fifteen (15) business days after the end of each calendar month during 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 over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the 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 monies are collected. Upon a disputed account, the Buyers shall immediately return the account to the Seller prior to expiration of the Collection Period120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, Buyer the Buyers shall be relieved of all have no further responsibility for, or to attempt for its collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible may accept payment from the account debtor for collection of advertising carried on any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller Stations after the Closing Date. At the end of the amounts collected on Seller's accounts and shall return 120-day period following the Closing Date, the Buyers will turn back to the Seller each then uncollected Seller's account together with a final statement all of the accounts outstandingreceivable 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."
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 Subject to and consistent with the LMA Agreement, at the Closing, the Seller will deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Station, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall have apply said monies to the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Station after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Station as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. 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 Buyer shall transmit all monies collected on Seller's accounts receivable not have any duty to Seller within fifteen (15) days after inquire as to the end form, manner of each month execution or validity of any item, document, instrument or notice deposited, received or delivered in which connection with such monies are collected. Upon expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments (including legal fees, Buyer shall be relieved of all responsibility forexpenses, costs, or to attempt liabilities respecting such judgments) which the Buyers may incur or sustain as a result of or by reason of such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingefforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At Closingthe commencement of the Time Brokerage Agreement, the Seller will deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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 thirty-fifth (135th) 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall have apply said monies to the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. 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 Buyer shall transmit all monies collected on Seller's accounts receivable not have any duty to Seller within fifteen (15) days after inquire as to the end form, manner of each month execution or validity of any item, document, instrument or notice deposited, received or delivered in which connection with such monies are collected. Upon expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer shall be relieved expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of all responsibility for, or to attempt by reason of such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingefforts.
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 deliver Seller's existing turn over to the Operating Company, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Seller to the Operating Company on the Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right The Operating Company agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed during the 120-day period following the Closing Date, and will remit all payments received on such accounts to Seller at the end of such 120-day period. In the event the Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Operating Company shall apply said moneys to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Operating Company shall immediately return the account to the Seller prior to expiration of Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Operating Company returns a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Operating Company shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Operating Company will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Operating Company will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Operating Company shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding"aging list."
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 deliver Seller's existing turn over to the Operating Company, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Seller to the Operating Company on the Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right The Operating Company agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed on during the Accounts Receivable List120-day period following the Closing Date, 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 and will remit all payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall 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 account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return accounts to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after at the end of each month during such 120-day period. In the event the Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Station, and that advertiser was included among the accounts receivable as of the Closing Date, the Operating Company shall apply said 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 monies are collected. Upon a disputed account, the Operating Company shall immediately return the account to the Seller prior to expiration of the Collection Period120-day period following the Closing Date. If the Operating Company returns a disputed account to the Seller, Buyer the Operating Company shall be relieved of all have no further responsibility for, or to attempt for its collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible may accept payment from the account debtor for collection of advertising carried on any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller Station after the Closing Date. At the end of the amounts collected on Seller's accounts and shall return 120-day period following the Closing Date, the Operating Company will turn back to the Seller each then uncollected Seller's account together with a final statement all of the accounts outstandingreceivable of the Station as of the Closing Date owing to the Seller which have not yet been collected, and the 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 Operating Company shall afford the Seller reasonable access to the accounts receivable "aging list."
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 deliver Seller's existing turn over to the Operating Company, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Seller to the Operating Company on the Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right The Operating Company agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed during the 120-day period following the Closing Date, and will remit all payments received on such accounts to Seller at the end of such 120-day period. In the event the Operating Company receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Station, and that advertiser was included among the accounts receivable as of the Closing Date, the Operating Company shall apply said moneys to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Operating Company shall immediately return the account to the Seller prior to expiration of Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Operating Company returns a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Operating Company shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Station after the Closing Date. If At the end of the 120-day period following the Closing Date, the Operating Company will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Station as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Operating Company will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Operating Company shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding"aging list."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At (a) Effective as of the Closing, Seller will hereby designates Buyer as its agent solely for purposes of collecting on behalf of Seller the Accounts Receivable. Seller shall deliver Seller's existing accounts receivable to Buyer on the Closing Date a complete and detailed statement of the Accounts Receivable. Buyer shall use reasonable best efforts to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for during the period of one hundred twenty (120) days immediately following Closing (the "Collection PeriodCOLLECTION PERIOD"). Acting as Seller) beginning at the Effective Time and ending on the last day of the sixth full calendar month following the Closing Date consistent with Buyer's agentpractices for collection of its accounts receivables; PROVIDED, during the Collection Period Buyer HOWEVER, that such efforts shall have the exclusive right to and shall make commercially reasonable efforts not include hiring attorneys, additional personnel or collection agencies (or other third parties) to collect Seller's accounts receivable listed on such Accounts Receivable. Any payment received by Buyer at any time following the Accounts Receivable List, 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 Effective Time (i) from any a customer of Buyer the Business after the Effective Time that was also a customer of the Business prior to the Effective Time and that is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation obligated with respect to any Accounts Receivable and (ii) 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 account. 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 2.13(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 transmit all monies collected on Sellerapply any payments from such customer to such customer's oldest, non-disputed accounts receivable receivable, whether or not an Accounts Receivable. Except as otherwise provided herein, Buyer shall incur no liability to Seller within fifteen (15) days after the end of each month in which such monies are collectedfor any collected or uncollected Accounts Receivable. Upon expiration of During the Collection Period, Buyer neither Seller nor any of its agents, without the consent of Buyer, shall be relieved make any solicitation of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible any customers owing the Accounts Receivable for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpurposes.
Appears in 2 contracts
Samples: Asset Purchase Agreement (CTN Media Group Inc), Asset Purchase Agreement (Stein Avy H)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer shall assign --------------------------------- to Buyer, for purposes of collection only only, all of the Accounts Receivable that are outstanding and unpaid on the Closing Date, except for those Accounts Receivable which Seller has instituted litigation to collect as of the date of this Agreement and which are identified on Schedule 6.3. Buyer shall use such efforts as are reasonable and in the ordinary course of business to collect those Accounts Receivable for a period of one hundred twenty ninety (12090) days immediately following the Closing Date (the "Collection Period"). Acting This obligation, however, shall not extend to the institution of litigation, employment of counsel or any other extraordinary means of collection. So long as Sellerthose Accounts Receivable are in Buyer's agentpossession, neither Seller nor its agents shall make any solicitation of them for collection purposes or institute litigation for the collection of any amounts due thereunder. All payments received by Buyer during the Collection Period Buyer shall have the exclusive right from any person obligated with respect to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the any Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on account, and only after full satisfaction thereof, to Buyer's account; provided, however, that if -------- ------- that if that customer instructs Buyer to apply such list, unless payment to amounts owed by such customer shall designate some other application to Buyer or the amount paid correlates to the amount of Buyer's invoice to such customer, Buyer may apply such payments to its own invoices without first applying any of such payment or shall contest amount to Seller's account; and provided -------- further that if, during the Collection Period, and provide any account receivable, in which case Buyer shall promptly notify Seller debtor -------- contests the validity of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further its obligation with respect theretoto any Account Receivable, then Buyer shall return that Account Receivable to Seller after which Seller shall be solely responsible for the collection thereof. If Seller requestsBuyer shall not have the right to compromise, settle, or adjust the amounts of any of the Accounts Receivable without Seller's prior written consent. One hundred (100) days after the Closing Date, Buyer also shall promptly return furnish Seller with a list of Accounts Receivable collected during the applicable period accompanied by a payment equal to the amount of such collections, less any salesperson's, agency, and representative commissions applicable thereto that are deducted and paid by Buyer from the proceeds of such collections. Any Accounts Receivable that are not collected during the Collection Period shall be reassigned to Seller any account of Seller that is over 90 days old, and after which Buyer shall have no further obligation to Seller with respect to such account. the Accounts provided, however, that all funds subsequently received by Buyer shall transmit all monies collected (without time -------- ------- limitation) that can be specifically identified, whether by accompanying invoice or otherwise, as a payment on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer Accounts Receivable shall be relieved of all responsibility for, paid over or forwarded 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Radio One Inc), Asset Purchase Agreement (Radio One Inc)
Collection of Accounts Receivable. At the Closing, the Seller will deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall have apply said monies to the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. 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 Buyer shall transmit all monies collected on Seller's accounts receivable not have any duty to Seller within fifteen (15) days after inquire as to the end form, manner of each month execution or validity of any item, document, instrument or notice deposited, received or delivered in which connection with such monies are collected. Upon expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer shall be relieved expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of all responsibility for, or to attempt by reason of such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingefforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, Seller the Sellers will deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Sellers as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes the 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 only for 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive moneys during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said moneys to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 of Seller on the Accounts Receivable List shall be applied first to the Seller's Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account on such listto the Sellers, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If Seller requestsAt the end of the 120-day period following the Closing Date, Buyer also shall promptly return the Buyers will turn back to Seller any account the Sellers all of Seller that is over 90 days oldthe accounts receivable of the Stations as of the Closing Date owing to the Sellers which have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Sellers reasonable access to the accounts receivable to Seller within fifteen (15) days after "aging list." The Sellers acknowledge and agree that the end of each month in which such monies Buyers are collected. Upon expiration acting as the Sellers' collection agent hereunder for the sole benefit of the Collection PeriodSellers and that Buyers have accepted such responsibility for the accommodation of the Sellers. The Buyers shall not have any duty to inquire as to the form, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Sellers shall indemnify Buyers and hold them harmless from and against any judgments, Buyer will make final payment to Seller expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement or by reason of the accounts outstandingsuch collection efforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At Closing, Seller will deliver The Seller's existing accounts --------------------------------- receivable on as of the Accounts Receivable List. Such Accounts Receivable List Closing Date to be acquired by the Buyer pursuant to this Agreement will be used by Buyer for purposes of collection only for the period of collectible and paid in full within one hundred twenty (120) days immediately following the Closing Date (the "Collection Period"), without the necessity of resorting to legal action. Acting as Seller's agent, during If any of the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's purchase accounts receivable listed on (the "Uncollected Accounts Receivable List, but shall Receivable") are 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, the Buyer shall be relieved of all responsibility for, or entitled to attempt collection of, sell to the Seller's accounts receivable, and thereafter the Seller alone shall be responsible for collection obligated to repurchase from the Buyer, at the Buyer's option, any or all of any balances due on such accountsthe Uncollected Accounts Receivable at the book value as of the Closing Date. Within twenty The Seller shall repurchase the designated Uncollected Accounts Receivable from the Buyer within ten (2010) days after expiration demand by the Buyer. The repurchase of such Uncollected Accounts Receivable shall be by set off against first, all accrued and unpaid interest on, and then, principal of the Collection PeriodSubordinated Promissory Note. Buyer shall reasonably assist Seller in Seller's efforts to collect those repurchased Uncollected Accounts Receivable. If collected by Xxxxx, Xxxxx will remit to Seller collections of the repurchased Uncollected Accounts Receivable within seven (7) days of receipt by Xxxxx. With the prior written consent of Buyer, Seller may seek collection, in a manner which has been approved by Buyer prior to such collection, of the repurchased Uncollected Accounts Receivable in the name of Buyer provided that the Seller will effectuate such collection in accordance with customary procedures employed by Buyer with respect to its customers and in a manner which would not reflect unfavorably upon the Buyer. Each Seller hereby agrees to indemnify, severally and jointly, Buyer will make final payment to Seller of against any and all Claims resulting from unfair or oppressive credit collection practices by the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Lewis Bret A), Asset Purchase Agreement (Jennings J B)
Collection of Accounts Receivable. At the Closing, the Seller will deliver Seller's existing turn over to the Buyer, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by the Seller to the Buyer for purposes of collection only for on the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period The Buyer shall have the exclusive right agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed on during the Accounts Receivable List90-day period following the Closing Date, 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 and will remit all payments received on an account from any customer such accounts to Seller weekly during the collection period. The Buyer shall provide the Seller with a monthly accounting of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account all payments received on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) business days after the end of each calendar month during the 90-day collection period. In the event the Buyer receives money during the 90-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall apply said 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 monies are collected. Upon a disputed account, the Buyer shall immediately return the account to the Seller prior to expiration of the Collection Period90-day period following the Closing Date. If the Buyer returns a disputed account to the Seller, the Buyer shall be relieved of all have no further responsibility for, or to attempt for its collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible may accept payment from the account debtor for collection of advertising carried on any balances due on such accounts. Within twenty (20) days after expiration of the Collection PeriodStations after the Closing Date. At the end of the 90-day period following the Closing Date, the Buyer will make final payment turn back to the Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement all of the accounts outstandingreceivable of the Station as of the Closing Date owing to the Seller which have not yet been collected, and the Buyer will thereafter have no further responsibility with respect to the collection of such receivables. During the 90-day period following the Closing Date, the Buyer shall afford the Seller reasonable access to the accounts receivable "aging list."
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 deliver Seller's existing turn over to the Buyer, for collection only, the accounts receivable of the Stations owing to the Seller as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by the Seller to the Buyer for purposes of collection only for on the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period The Buyer shall have the exclusive right agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed on during the Accounts Receivable List120-day period following the Closing Date, 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 and will remit all payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first such accounts during each calendar month during this 120-day period to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) business days after the end of that calendar month. The Buyer shall provide the Seller with a monthly accounting of all payments received on such accounts within fifteen (15) business days after the end of each calendar month during the 120-day collection period. In the event the Buyer receives monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the 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 monies are collected. Upon a disputed account, the Buyer shall immediately return the account to the Seller prior to expiration of the Collection Period120-day period following the Closing Date. If the Buyer returns a disputed account to the Seller, the Buyer shall be relieved of all have no further responsibility for, or to attempt for its collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible may accept payment from the account debtor for collection of advertising carried on any balances due on such accounts. Within twenty (20) days after expiration of the Collection PeriodStations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyer will make final payment turn back to the Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement all of the accounts outstandingreceivable of the Stations as of the Closing Date owing to the Seller which have not yet been collected, and the 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 Buyer shall afford the Seller reasonable access to the accounts receivable "aging list."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, Seller the Sellers will deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Sellers as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes the 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 only for 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 has the sole right to collect such accounts receivable during such one hundred twenty (120) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but 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 be required knowingly encourage any account debtor to expend or advance dispute any amounts outstanding on the Closing Date. In the case of its fundssuch a disputed account, the Buyers shall immediately return the account to locate any debtorthe Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under the Buyers shall has no circumstances shall Buyer be required to engage counsel or any outside further responsibility for their collection agency or facility in collecting Seller's accounts receivable. Payments received on an account and may accept payment from any customer of Buyer that is an the account debtor for an account of Seller advertising carried on the Accounts Receivable List shall be applied first 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's account on such list, unless such customer shall designate some other application Sellers all of such payment or shall contest the account receivable, in accounts receivable of the Stations as of the Closing Date owing to the Sellers which case Buyer shall promptly notify Seller has not yet been collected (including all records and documents of such designation or contest and return to Seller the account Stations relating to such customer uncollected accounts), and the Buyers will thereafter shall have has no further 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 Buyer shall have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Sellers reasonable access to the accounts receivable "aging list." The Sellers acknowledges and agrees that the Buyers is acting as collection agent hereunder for the sole benefit of the Sellers and that Buyers has accepted such responsibility for the accommodation of the Seller. The Buyers shall not has any duty to Seller within fifteen 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 has any duty to inquire as to the identity, authority or rights of the persons who executed the same. The Sellers shall indemnify Buyers and hold them harmless from and against any judgments, expenses (15including attorney's fees) days after costs or liabilities which the end Buyers may incur or sustain as a result of each or by reason of such collection 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 monies are collected. Upon expiration cash payments in satisfaction of accounts payable, and such amounts shall be deducted from the amounts due Sellers as a result of the 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 accounts receivable owing to the Sellers as of the Collection Period, Buyer will make final payment to Seller close of business on the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of day before the accounts outstanding.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, Seller the Sellers will deliver Seller's existing turn over to the Buyer, for collection only, the accounts receivable of the Stations owing to the Sellers as of the close of business on the Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by the Sellers to the Buyer for purposes of collection only for on the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")Date or as soon thereafter as possible. Acting as Seller's agent, during the Collection Period The Buyer shall have the exclusive right agrees to and shall make use commercially reasonable efforts in the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect Seller's such accounts receivable listed on during the Accounts Receivable List120-day period following the Closing Date, 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 and will remit all payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first such accounts to the Seller's account Sellers every sixty (60) days during such collection period. The Buyer shall provide the Sellers with a monthly accounting of all payments received on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) business days after the end of each calendar month during the 120-day collection period. In the event the Buyer receives moneys during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall apply said 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 monies are collected. Upon a disputed account, the Buyer shall immediately return the account to the Sellers prior to expiration of the Collection Period120-day period following the Closing Date. If the Buyer returns a disputed account to the Sellers, the Buyer shall be relieved of all have no further responsibility for, or to attempt for its collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible may accept payment from the account debtor for collection of advertising carried on any balances due on such accounts. Within twenty (20) days after expiration of the Collection PeriodStations after the Closing Date. At the end of the 120-day period following the Closing Date, the Buyer will make final payment turn back to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement Sellers all of the accounts outstandingreceivable of the Station as of the Closing Date owing to the Sellers which have not yet been collected, and the 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 Buyer shall afford the Sellers reasonable access to the accounts receivable "aging list."
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 deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Station, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Station after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Station as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to "aging list." The Seller within fifteen (15) days after acknowledges and agrees that the end of each month in which such monies Buyers are collected. Upon expiration acting as collection agent hereunder for the sole benefit of the Collection PeriodSeller 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, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer will make final payment to Seller expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement or by reason of the accounts outstandingsuch 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 deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Seller as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer 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 purposes 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 a monthly basis together with an accounting of collection only for all payments received within such period. The Buyers shall have the period of sole right to collect such accounts receivable during such one hundred twenty (120) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Station, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Station after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Station as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's 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, but shall remit the same to Seller within fifteen (15) days after under the end of each month procedures outlined in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingthis Section.
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 deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to "aging list." The Seller within fifteen (15) days after acknowledges and agrees that the end of each month in which such monies Buyers are collected. Upon expiration acting as its collection agent hereunder for the sole benefit of the Collection PeriodSeller 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, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer will make final payment to Seller expenses (including attorneys' fees) costs or liabilities which the Buyers may incur or sustain as a result of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement or by reason of the accounts outstandingsuch 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 deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall have apply said monies to the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this SECTION 6(D), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. 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 Buyer shall transmit all monies collected on Seller's accounts receivable not have any duty to Seller within fifteen (15) days after inquire as to the end form, manner of each month execution or validity of any item, document, instrument or notice deposited, received or delivered in which connection with such monies are collected. Upon expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer shall be relieved expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of all responsibility for, or to attempt by reason of such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingefforts.
Appears in 2 contracts
Samples: Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, the Seller will deliver Seller's existing 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 Accounts Receivable ListClosing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for 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 tenth day of the next calendar month following receipt of the payment together with an accounting of all payments received within such month. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Stations, and that advertiser was included among the accounts receivable as of the Closing Date, the Buyer shall have apply said monies to the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer receivable means one that is an the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date together with any written refusals to pay from the account debtor. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on any of the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. 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 Buyer shall transmit all monies collected on Seller's accounts receivable not have any duty to Seller within fifteen (15) days after inquire as to the end form, manner of each month execution or validity of any item, document, instrument or notice deposited, received or delivered in which connection with such monies are collected. Upon expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Seller shall indemnify Buyers and hold them harmless from and against any judgments, Buyer shall be relieved expenses (including attorney's fees) costs or liabilities which the Buyers may incur or sustain as a result of all responsibility for, or to attempt by reason of such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingefforts.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, Seller will deliver Seller's existing accounts receivable on shall provide Purchaser with a detailed aging report of the Accounts Receivable ListReceivable. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentPurchaser shall use reasonable efforts, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts consistent with good business practices to collect Seller's accounts receivable listed on the such Accounts Receivable ListReceivable. Purchaser shall, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each calendar month in which such monies are collected. Upon expiration following the calendar month of the Collection PeriodClosing, Buyer deliver to Seller an accounting showing for such month the amount received in collections on the Accounts Receivable, specifying the amount received on each invoice, and Purchaser shall remit to Seller all amounts received with respect to Seller's Accounts Receivable. Any amount received from a Qualified Customer after the Closing Date shall be relieved applied first to reduce the amount of all responsibility for, such customer's oldest receivable owing to Seller or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due Purchaser whether or not such receivable was purchased by Purchaser. If on such accounts. Within twenty that date which is ninety (2090) days after expiration 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 Collection PeriodAccounts Receivable back to Seller, Buyer will make final payment Seller shall pay Purchaser the then face amount of the outstanding Accounts Receivable by wire transfer to such account as Purchaser shall designate. The obligations of this Section 9.7 are hereby personally guaranteed by Woody and Xxxxxxxx. In addition Purchaser shall, in the event of a default by Seller of its obligations under this Section 9.7, which is not 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 amounts otherwise due to Seller of pursuant to the Note or pursuant to this Agreement or from the amounts collected on Seller's accounts and shall return due Woody pursuant to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingEmployment Agreement.
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, Seller the Sellers will deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Sellers as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes the 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 only for the period of one hundred twenty (120proceedings) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, to collect such accounts receivable during the Collection Period Buyer 180-day period following the Closing Date, and will remit all payments received on such accounts on a monthly basis during this 180-day period together with an accounting of all payments received within such period. The Buyers shall have the exclusive sole right to and shall make commercially reasonable efforts to collect Seller's such accounts receivable listed during such one hundred eighty (180) day period. In the event the Buyers receive monies during the 180-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising on the Accounts Receivable ListStation, but and that advertiser was included among the accounts receivable as of the Closing Date, the Buyers shall not be required apply said monies to expend or advance any the oldest outstanding balance due on the particular account, except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 of Seller on the Accounts Receivable List shall be applied first to the Seller's Sellers prior to expiration of the 180-day period following the Closing Date. If the Buyers return a disputed account on such listto the Sellers, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Station after the Closing Date. If Seller requestsAt the end of the 180-day period following the Closing Date, Buyer also shall promptly return the Buyers will turn back to Seller any account the Sellers all of Seller that is over 90 days oldthe accounts receivable of the Station as of the Closing Date owing to the Sellers which have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 180-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Sellers reasonable access to the accounts receivable to Seller within fifteen (15) days after "aging list." The Sellers acknowledge and agrees that the end of each month in which such monies Buyers are collected. Upon expiration acting as collection agent hereunder for the sole benefit of the Collection PeriodSellers and that Buyers have accepted such responsibility for the accommodation of the Sellers. The Buyers shall not have any duty to inquire as to the form, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Period, Buyer will make final payment to Seller of persons who executed the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingsame.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)
Collection of Accounts Receivable. At the Closing, Seller the Sellers will deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Station owing to the Sellers as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes the 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 only for 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 within ten (10) days of the 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Station, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 of Seller on the Accounts Receivable List shall be applied first to the Seller's Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account on such listto the Sellers, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Station after the Closing Date. If Seller requestsAt the end of the 120-day period following the Closing Date, Buyer also shall promptly return the Buyers will turn back to Seller any account the Sellers all of Seller that is over 90 days oldthe accounts receivable of the Station as of the Closing Date owing to the Sellers which have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Sellers reasonable access to the accounts receivable to Seller within fifteen (15) days after "aging list." The Sellers acknowledges and agrees that the end of each month in which such monies Buyers are collected. Upon expiration acting as collection agent hereunder for the sole benefit of the Collection PeriodSellers and that Buyers have accepted such responsibility for the accommodation of the Sellers. The Buyers shall not have any duty to inquire as to the form, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Periodpersons who executed the same. The Sellers shall indemnify Buyers and hold them harmless from and against any judgments, Buyer will make final payment to Seller 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 amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement event of the accounts outstandingBuyers' 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. (a) At the Closing, Seller will 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 Accounts Receivable. Sellers shall deliver Seller's existing accounts receivable 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 Listduring 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. Such 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 Effective Time and that is obligated with respect to any Accounts Receivable List will 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 used by Buyer presumptively applied to the accounts receivable for purposes of collection only such customer outstanding for the period longest amount of one hundred twenty (120) days immediately following Closing (time and, if such accounts receivable shall be an Accounts Receivable, remitted to Sellers in accordance with Section 2.07(b); provided further, however, that if, prior to the "Collection Period"). Acting as Seller's agentEffective Time, during Sellers or, after the Collection Period 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 have 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 exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on prior written approval of Sellers before referring any of the Accounts Receivable List, 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 a collection agency or facility in collecting Seller's accounts receivableto an attorney for collection. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such listExcept as otherwise provided herein, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation incur no liability to Sellers for any collected or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect theretouncollected Accounts Receivable. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of During the Collection Period, Buyer neither Seller nor any of its agents, without the consent of Buyer, shall be relieved make any direct solicitation of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible any customers owing the Accounts Receivable for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpurposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on It is the intent and agreement of the Parties hereto that Buyer shall be entitled to all income generated from the Acquired Accounts Receivable Listand the Contracts transferred by Seller to Buyer pursuant to this Agreement. If any Customer, with respect to any account receivable or Contract which belongs to the Buyer pays the Seller, the Seller shall remit to the Buyer, within ten (10) days of the receipt thereof by the Seller, all payments so received from such Customer. Seller and the Members shall, at no expense to Buyer, provide such reasonable cooperation and assistance as may be requested by Buyer from time to time to assist with the collection of any amounts due with respect to any of the Acquired Accounts Receivable or any of the Contracts to be transferred by Seller to Buyer pursuant to this Agreement. Such cooperation shall include, but not be limited to, reviewing the books and records with respect to any Customer, assisting with communications with any Customer, and appearing as a witness in any legal proceedings relating the collection of any amounts relating to such Acquired Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")or such Contract. Acting as Seller's agent, during the Collection Period Buyer shall have collect all of the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Acquired Accounts Receivable Listfor its account in accordance with its reasonable business practices and applicable Law, but shall not be required to expend bring any action or advance take any of its funds, extraordinary steps to locate collect any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceedingsuch Acquired Accounts Receivable. 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 is an account debtor for an account Any Acquired Accounts Receivable of Seller on not collected by Buyer within one-hundred and twenty (120) days of the Accounts Receivable List shall Closing Date shall, at Buyer’s option, be applied first reassigned to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer may, at its option: (i) request the Escrow Agent to release from the Escrow Fund (in accordance with the terms of the Escrow Agreement) the amount of such uncollected receivables from the Escrow Fund, if available, or (ii) if the remaining balance of the Escrow Fund is insufficient to cover the amount of such uncollected receivables, then the Seller and the Members shall have no further obligation with respect jointly and severally be obligated to pay Buyer the remaining balance of the uncollected amount of such account. receivables in cash; and in the case of either (i) or (ii), any subsequent payment to Buyer on account of such Acquired Accounts Receivable shall transmit all monies collected on be promptly remitted by Buyer to Seller's accounts receivable , and Seller shall be entitled to retain any payment made to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 on account of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingAcquired Accounts Receivable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on shall guarantee the ------------------------------------------------- collection of the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for subject to the period of one hundred twenty terms hereof. From the Closing Date until a time ninety (12090) days immediately following after the Closing Date (the "Receivable Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and use its reasonable best efforts consistent with normal business practices (except that instituting suit shall make commercially reasonable efforts in no event be required) to collect Seller's accounts receivable listed on the full amount net of discounts, rebates and allowances actually paid or granted in the ordinary course of business pursuant to agreed to terms or to the Accounts Receivable Listtransferred to Buyer 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 is unless otherwise specifically designated by an account debtor thereof, all amounts collected by Buyer from such account debtor shall be applied in chronological order starting with the oldest Accounts Receivable owing from such account debtor. In connection with collecting such Accounts Receivable, Buyer shall be permitted to grant discounts for an account 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 complete records of Seller on the status of all the Accounts Receivable List and shall be applied first to provide Seller with a summary of any and all collections made or received at the Seller's account on such list, unless such customer shall designate some other application end of every 30 day period and at the end of such payment or period. To the extent Buyer collects an amount less than the face amount of all the Accounts Receivables as of the Closing Date (the "Receivables Amount"), Seller shall contest the account receivablepromptly, 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen ten (1510) business days after the end of each month in which such monies are collected. Upon expiration 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 may identify itself as "formerly known as Sanar Plastics, Inc." in any action to collect reassigned and excluded accounts receivable. In connection with the collection of such reassigned account receivable, Seller shall use a law firm as may be relieved acceptable to Buyer and shall provide Buyer with copies of all responsibility for, or to attempt pleadings and other court papers and all relevant correspondence in connection with such 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingproceedings.
Appears in 1 contract
Collection of Accounts Receivable. At ClosingAs soon as practicable --------------------------------- after the Closing Date, Seller will shall deliver to Buyer a complete and detailed list of all Seller's existing accounts receivable arising from the broadcast of advertising time on the Accounts Receivable ListStations prior to the Closing Date. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the For a period of one hundred twenty fifty (120150) days immediately following the Closing Date (the "Acquisition Collection Period"). Acting , Buyer will use its reasonable efforts, as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's such accounts receivable listed on in the Accounts Receivable List, but usual and ordinary course of business. Buyer shall not be required to expend institute any legal proceedings to enforce the collection of such accounts receivable or advance to refer any of its funds, such accounts receivable 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 a collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such accountagency. Buyer shall transmit all monies not adjust any such accounts receivable or grant credit without Seller's prior written consent, and any such accounts receivable amounts collected on Seller's accounts receivable behalf of Seller shall be paid to Seller within fifteen five (155) calendar days after the end of each month in which during such monies are collected150 day period. Upon expiration of Within five (5) calendar days after the Collection Periodone hundred fiftieth (150th) day after the Closing Date, Buyer shall be relieved of deliver to Seller a statement listing all responsibility for, or to attempt collection of, Seller's uncollected accounts receivable, and 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 alone 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 responsible for collection 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 in dispute, and (b) request in writing that a particular payment be applied to a specific account receivable of any balances due on such accounts. Within twenty (20) days after expiration of the Collection PeriodBuyer, Buyer will make final payment to Seller may apply the sums collected as so designated. After full satisfaction of the amounts collected on Seller's accounts and account, the balance, if any, shall return be applied to Seller each then uncollected SellerBuyer's account together with a final statement of the accounts outstandingaccounts.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing All cash accounts receivable for broadcasts on the Station which occur prior to the Effective 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 Listfor the Station as of the Effective date (the "Schedule"). Such Programmer agrees to collect for ARS the ARS's Accounts Receivable List will be used by Buyer as shown on the Schedule for purposes of collection only for the a period of one hundred twenty (120) days immediately following Closing the Effective Date (the "Collection Period"). Acting as SellerARS 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 agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 proceedingReceivable. Under no circumstances shall Buyer be required to engage counsel or any outside collection agency or facility in collecting Seller's accounts receivable. Payments All payments received on an account by Programmer from any customer whose name appears in the Schedule and who is also a customer of Buyer that Programmer shall be credited as payment of the account or invoice designated by such customer. In the absence of any such designation by the customer, payments shall be first credited to the oldest invoice which is an account debtor for an account not disputed by said customer. Programmer shall keep accurate records of Seller the payment received by it on the ARS's Accounts Receivable List shall 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 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 ARS shall have no further obligation with respect theretoaccess at reasonable times to Programmer's records to verify such status of ARS's Accounts Receivable. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen Within thirty (1530) days after of the end of each month in which such monies are collectedmonth, 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 Station. Upon expiration Any of ARS's Accounts Receivable that have not been collected as of the end of the Collection Period, Buyer Period shall be relieved returned to ARS, together with all records in connection therewith, if available using ARS's systems currently maintained at the Station, 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 right to compromise, settle or adjust the amounts of all responsibility forany such ARS's Accounts Receivable without ARS's prior written consent. Programmer's obligation and authority hereunder shall not extend to the institution of litigation, employment of counsel or a collection agency or any other extraordinary means of collection. Except to attempt collection ofremit collected ARS's Accounts Receivable in accordance herewith, Seller's accounts receivable, and thereafter Seller alone Programmer shall be responsible for have no liability or obligation to ARS with respect to the collection of any balances due on such its accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Samples: Time Brokerage Agreement (American Radio Systems Corp /Ma/)
Collection of Accounts Receivable. (a) At the Closing, Seller will 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 shall deliver Seller's existing accounts receivable to Buyer, on or after the Closing Date, a complete and detailed statement of the Accounts Receivable. Buyer shall use commercially reasonable efforts to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for during the period of (the “Collection Period”) beginning at the Effective Time and ending one hundred twenty (120) days immediately 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 "Collection Period"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). Acting as Seller's agent; provided further, during however, that if, prior to the Collection Period 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 have 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 exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on prior written approval of Seller before referring any of the Accounts Receivable List, 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 a collection agency or facility in collecting Seller's accounts receivableto an attorney for collection. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such listExcept as otherwise provided herein, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return incur no liability to Seller the account relating to such customer and thereafter shall have no further obligation with respect theretofor any uncollected Accounts Receivable. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of During the Collection Period, neither Seller nor any of its agents, without the consent of Buyer shall be relieved make any direct solicitation of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible any customers owing the Accounts Receivable for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpurposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fisher Communications Inc)
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, however, shall not include any legal work or out of pocket expenses. In addition, Buyer shall assist Seller by allowing examination by Seller's authorized representative of relevant documentation in Buyer's possession after the Closing Date, and 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 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 receivables arising for such time periods. Notwithstanding the foregoing, Seller will deliver shall be paid promptly upon receipt 100% of collections of Seller's existing accounts receivable on for billxxxx xxxerated by Seller within thirty (30) days prior to July 18, 1997 and which are received within thirty (30) days after July 18, 1997. Except as hereinabove provided, the Accounts Receivable List. Such Accounts Receivable List will be used collection of any accounts receivable due Seller that have not been collected by Buyer for purposes of collection only for the period of or Seller within one hundred twenty (120) days immediately following after the Closing (Date shall become the "Collection Period"). Acting as sole responsibility of Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation to assist Seller with respect to such accountcollection thereof. Buyer shall transmit For one (1) year after Closing, Seller may, during regular business hours and upon reasonable notice to Buyer, access, audit and photocopy all monies collected on Seller's accounts receivable accounts, reports and medical records in order to allow Seller within fifteen (15) days after the end of each month in which such monies are collectedto document claims or submittals to Medicaid, Medicare or other third party payors. Upon expiration of the Collection PeriodFor its collection services rendered herein, Buyer shall be relieved of all responsibility for, or receive an administrative fee equal 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 fifty percent (2050%) days after expiration of the Collection Period, Buyer will make final payment to Seller amount of the amounts receivables collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingby Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Arbor Health Care Co /De/)
Collection of Accounts Receivable. At For a period of 120 days following --------------------------------- the Closing, Seller will deliver Seller's existing accounts receivable on Buyer shall diligently pursue collection of the Accounts Receivable List. Such in a manner consistent with the usual, ordinary procedures of Seller prior to the Closing with respect to the collection of its accounts receivable, it being acknowledged that such Accounts Receivable List will are the sole property of Buyer and the proceeds of such Accounts Receivable shall be used 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 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 for purposes shall prepare and deliver to Seller a written report disclosing the amount of collection only for Accounts Receivable collected as of the period date 120 days after the Closing Date and listing the Accounts Receivable that Buyer has not then collected as of one hundred twenty (120) days immediately following Closing (the "Collection Period")such date. Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right option, exercisable at the time of the delivery of the foregoing report, of requiring Seller 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 uncollected amount of such Accounts Receivable to be purchased by Seller, which shall make commercially reasonable efforts be paid by Seller 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 clear of all liens, claims and encumbrances and effective as of the date 120 days after the Closing Date, such uncollected Accounts Receivable inclusive of all rights to collect Seller's accounts receivable listed on the same. If, at any time following the effective date of the assignment to Seller of uncollected Accounts Receivable ListReceivable, but shall not be required to expend Buyer or advance any of its fundsaffiliates receives payment in respect of such account, 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 the amount received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first promptly remitted to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Collection of Accounts Receivable. At ClosingFollowing the Closing Date, Seller will deliver Seller's existing Company shall, consistent with its customary business practices and in the Ordinary Course of Business, use its reasonable commercial efforts to collect the accounts receivable on of the Company and its Subsidiaries that are outstanding as of the Closing Date (collectively, the "Closing Date Accounts Receivable ListReceivable"). Such Accounts Receivable List will be used by Buyer On a quarterly basis for purposes of collection only for the a period of one hundred twenty (120) days immediately following year from the Closing (the "Collection Period"). Acting as Seller's agentDate, during the Collection Period Sellers' Representative shall deliver to Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's a computer generated accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation aging report with respect to such accountthe Closing Date Accounts Receivable, which shall include the identity of delinquent accounts by agency office. One year from the Closing Date, Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within 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 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 pay to Buyer, on a dollar-for-dollar basis, or Buyer may apply its set-off rights pursuant to Article X the 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 reserve set forth on the 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 unable to reach agreement as to the uncollected Net Closing Date Accounts Receivable, 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 material relating to the determination and to discuss the determination with such accounting firm, (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 end of 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 month in which such monies are collected. Upon expiration bear fifty percent (50%) of the Collection Periodfees of such accounting firm for such determination. If Selling Members make a payment hereunder, Buyer shall be relieved of all responsibility forcause Company to assign to Sellers' Representative, 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 behalf of the Collection PeriodSelling Members, Buyer will make final payment all rights to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingNet Closing Date Accounts Receivable.
Appears in 1 contract
Collection of Accounts Receivable. At Closingthe TBA Date, the Seller will deliver Seller's existing 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 Accounts Receivable Listday before the TBA Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes the Seller to the Buyers on the 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 only for proceedings) to collect such accounts receivable during the period of one hundred twenty eighty (120180) day period following the TBA Date, and will remit all payments received within ten (10) days immediately following Closing (of the "Collection Period")end of the month in which the payments were received, together with an accounting of all payments received within such period. Acting as Seller's agent, during the Collection Period Buyer The Buyers shall have the exclusive sole right to and shall make commercially reasonable efforts to collect Seller's such accounts receivable listed during such 180-day period. In the event the Buyers receive monies during the 180-day period following the TBA Date from an advertiser who, after the TBA Date, is advertising on the Accounts Receivable ListStations, but and that advertiser was included among the accounts receivable as of the TBA Date, the Buyers shall not be required apply said monies to expend or advance any the oldest outstanding balance due on the particular account, except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 180-day period following the TBA Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the TBA Date. If At the end of the 180-day period following the TBA Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the TBA Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 accountsreceivables. Within twenty (20) days after expiration of During the Collection Period180-day period following the TBA Date, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and Buyers shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.afford the
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing Buyer shall make reasonable efforts to assist Sellers in collecting all accounts receivable on resulting from activities occurring or services rendered to patients prior to the Accounts Receivable ListClosing including sending follow-up reminders, telephone calls, making or answering such inquiries as would be undertaken by the Buyer in ordinary course of its own collections. Such Accounts Receivable List assistance, however, shall not include any legal work or 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 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 by Buyer from Medicaid, Medicare or other third party payors for services rendered prior to the Closing Date will be used 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 receivables arising for such time periods. Notwithstanding the foregoing, and subject to the last paragraph of this Section 10.7, Sellers shall be paid promptly upon receipt one hundred percent (100%) of 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 thirty (30) days after the Closing Date. After one hundred twenty (120) days, 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. The collection of any accounts receivable due Sellers that have not been collected by Buyer for purposes of collection only for the period of or Sellers within one hundred twenty (120) days immediately following after the Closing (Date shall become the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any sole responsibility 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days oldSellers, and Buyer shall have no further obligation to assist Sellers with respect to such accountcollection thereof, except to provide billing and collection data to Sellers for purposes of initiating their own collection action, if necessary. Buyer shall transmit For one (1) year after Closing, Sellers may, during regular business hours and upon reasonable notice to Buyer, and at Sellers' expense, access, audit and photocopy all monies collected on Seller's accounts receivable accounts, reports and medical records in order to Seller within fifteen (15) days after the end of each month in which such monies are collectedallow Sellers to document claims or submittals to Medicaid, Medicare or other third party payors. Upon expiration of the Collection PeriodFor its collection services rendered herein, Buyer shall be relieved receive an administrative fee equal to: (i) three percent (3%) of all responsibility for, the amount of receivables collected by Buyer that are outstanding ninety (90) days or to attempt collection of, Seller's accounts receivableless, and thereafter Seller alone shall be responsible for collection (ii) five percent (5%) of any balances due on such accounts. Within the amount of receivables collected by Buyer that are outstanding between ninety (90) days, exclusive, and one hundred twenty (20120) days after expiration of the Collection Perioddays, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandinginclusive.
Appears in 1 contract
Samples: Asset Purchase Agreement (Arbor Health Care Co /De/)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable (a) Beginning on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) Closing Date and ending 60 days immediately following Closing thereafter (the "Seller Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right Seller agrees to and shall make use commercially reasonable efforts to collect Seller's the accounts and notes receivable listed 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 ListReceivable") on behalf of Buyer. In addition, but 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 expend or advance any of its fundsretain a collection agency, to locate any debtor, or to institute or defend bring any suit, actionemploy any other third party collection methods or take any other action out of the ordinary course of business to collect any of the Post-Closing Accounts Receivable. After the termination of the Seller Collection Period, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 obligation with respect theretoresponsibility for the collection of Post-Closing Accounts Receivable on behalf of Buyer or otherwise. If In the -33- event that after the termination of the Seller requests, Buyer also Collection Period Seller shall promptly return to Seller receive any remittance from or on behalf of any account of Seller that is over 90 days old, and Buyer shall have no further obligation debtor with respect to any Post-Closing Account Receivable, Seller shall endorse such account. remittance to the order of Buyer shall transmit all monies collected on Seller's accounts receivable and forward same to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpromptly upon receipt thereof.
Appears in 1 contract
Collection of Accounts Receivable. At Closing(i) The Purchaser shall promptly forward any monies, Seller will deliver Seller's existing accounts receivable on checks or instruments received by the Purchaser after the Closing Date with respect to the Accounts Receivable Listto Wachovia Bank Reptron Distribution X.X. Xxx Xxxxxx 000000 xx Xxxxxxx, Xxxxxxx 00000-0000. Such If a remittance advice received by Purchaser from any such account debtor shall fail to identify the invoice number (s) for which payment is being made, Purchaser shall contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of an Account Receivable, Purchaser shall promptly forward the remittance as directed in the previous sentence. If the remittance advice for a payment received by the Purchaser identifies payment of a combination of an Account Receivable on the one hand, and an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Purchaser shall deposit said remittance with its bank and promptly issue a check payable to Seller in an amount equal to that portion of the remittance attributable to Accounts Receivable List will be used by Buyer for purposes and forward the same to the Reptron Distribution P.O. Box Number noted above along with a summary of collection only the invoices paid attributable to Accounts Receivable. Except for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentforegoing, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 Purchaser shall have no further 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 Buyer shall have no further obligation obligations with respect to such accountthe Accounts Receivable. Buyer The Seller shall transmit all monies collected on Seller's accounts receivable forward promptly to the Purchaser any monies, checks or instruments received by the Seller within fifteen (15) days after the end of each month Closing with respect to the Business but not in which such monies are collected. Upon expiration respect of the Collection PeriodAccounts Receivable. If a remittance advice received by Seller shall fail to identify the invoice number (s) for which payment is being made, Buyer Seller shall be relieved contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of all responsibility forfunds with respect to the Business but not in respect of the Accounts Receivable, or Seller shall promptly forward the remittance to attempt collection of, Seller's accounts receivablePurchaser. If the remittance advice for a payment received by the Seller identifies payment of a combination of an Account Receivable on the one hand, and thereafter an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration deposit said remittance with its bank and promptly issue a check payable to Purchaser in an amount equal to that portion of the Collection Period, Buyer will make final remittance attributable to amounts in payment of funds with respect to Seller the Business or in payment of an invoice issued to the account debtor by the Purchaser and forward the same to the Purchaser along with a summary of the amounts collected on Seller's accounts and shall return invoices paid attributable to Seller each then uncollected Seller's account together with a final statement the Business or an invoice of the accounts outstandingPurchaser. From and after the Closing, the Seller shall refer all customer inquiries relating to the Business and the Acquired Assets to the Purchaser.
Appears in 1 contract
Collection of Accounts Receivable. At The accounts receivable of Sellers are not included among the Stations Assets. Nevertheless, at Closing, Seller will deliver Seller's existing Sellers shall supply RBU and RBW with a list of Sellers' accounts receivable on as of the Closing Date (the "Accounts"), and RBU and RBW shall use such efforts as are reasonable and in the ordinary course of business (including but not limited to transmittal of periodic statements of amounts due and owing) to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer on Sellers' behalf for purposes a period beginning with the Closing Date and ending with the last day of collection only for the period of one hundred twenty (120) days immediately fourth full calendar month following the Closing Date (the "Collection Period"). Acting 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 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 Collection 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 Seller's agentotherwise provided herein, amounts collected by RBU and RBW on account of Sellers' Accounts shall be remitted in full to Sellers on the tenth day of each calendar month following the Closing Date, for amounts received during the preceding calendar month during the Collection Period. RBU and RBW Buyer shall deliver to Sellers an accounting showing the amount they received during each 30-day period on each - 7 - 14 account. If both Sellers and RBU or RBW are entitled to accounts receivable from the same account debtor, all payments received during the Collection Period Buyer shall have the exclusive right be first applied to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Sellers' Accounts Receivable List, 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 is an such account debtor for an account of Seller on until the Accounts Receivable List shall be applied first to the Seller's account on such listsame are paid in full, unless such customer shall designate some other application of account debtor has disputed such account receivable in writing to the Sellers or has specifically indicated payment is intended to be to its account with RBU or shall contest the account receivableRBW, in which case Buyer event RBU or RBW shall promptly notify Seller of such designation or contest and return be entitled to Seller apply the payment made by the account relating debtor to such customer RBU's or RBW's account receivable. At the conclusion of the Collection Period and after remittance of all amounts collected, RBU and RBW will thereafter shall have no further 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 Buyer shall have no further obligation 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 accountAccount party specifies is for amounts owed to Sellers, in which event such specified amounts shall be paid over to Sellers. Buyer RBU and RBW shall transmit not have the right to compromise, settle or adjust the amounts of any one of the Accounts without Sellers' prior written consent. Sellers shall promptly pay all monies collected on Seller's 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 are hired by them and pay the net commission to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingSellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Collection of Accounts Receivable. At The accounts receivable of Seller are not included among the Stations Assets. Nevertheless, at Closing, Seller will deliver shall supply RBI with a list of Seller's existing accounts receivable on as of the Closing Date (the "Accounts"), and RBI shall use the same diligence it uses to collect its own accounts in the ordinary course of business to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer on Seller's behalf for purposes of collection only for the a period of one hundred twenty (120) 120 days immediately following from the Closing Date (the "Collection Period"). Acting 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, Seller shall not solicit any monies from a local account debtor who, after Closing, continues to do business with the Stations, provided that during such period Seller may act to preserve its rights against a bankrupt debtor or commence suit or otherwise take action against any debtor that disputes the amount of, or liability for, an Account. If Seller receives a payment from an account debtor during the Collection Period, it shall so notify RBI. RBI may endorse and deposit in its own name and collect any and all checks and other instruments for the payment of money that RBI may receive in payment of Accounts. RBI shall receive no remuneration for its services and shall not be liable for non-collection, or failure of any such collection, except due to its own gross negligence or intentional misconduct. Upon termination of its duties hereunder, RBI shall deliver to Seller all of its correspondence and files concerning the collection of the Accounts and all reports of attempts to collect the same. Except as Seller's agentotherwise provided herein, amounts collected by RBI during any month during the Collection Period on account of Seller's Accounts shall be remitted in full to Seller by the tenth (10th) day of the following month. Buyer shall have deliver to Seller an accounting showing the exclusive right amount it received during each monthly period on each account. If both Seller and RBI are entitled to and accounts receivable from the same account debtor, all payments received during the Collection Period shall make commercially reasonable efforts be first applied to collect Seller's accounts Accounts from such account debtor until the same are paid in full, unless such account debtor has disputed such account receivable listed on in writing to the Accounts Receivable ListSeller, but in which event RBI shall not be required entitled to expend or advance any of its funds, apply the payment made by the account debtor 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 SellerRBI's accounts account receivable. Payments received on an account from any customer of Buyer that is If during the Collection Period an account debtor for disputes an amount, Seller may request the reassignment of the Account and proceed against that account debtor. At the conclusion of Seller on the Accounts Receivable List shall be applied first Collection Period and after remittance of all amounts collected, RBI will thereafter have no further responsibility with respect to the collection of the Accounts, and RBI may apply all collections received by RBI from any Account party who continues business with RBI to obligations owing to RBI, except for any payment received by RBI which such Account party specifies is for amounts owed to Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer event such specified amounts shall be paid over to Seller. RBI shall not have the right to compromise, settle or adjust the amounts of any one of the Accounts without Seller's prior written consent. Seller shall promptly notify Seller of such designation or contest and return to Seller the account pay all sales commissions relating to such customer and thereafter shall have no further obligation with respect thereto. If all of its accounts receivable whenever Seller requestsreceives payment thereon; provided, Buyer also shall promptly return to Seller any account of Seller that is over 90 days oldhowever, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected RBI may do so on Seller's accounts receivable behalf for employees who are hired by RBI and pay the net commission to Seller. Notwithstanding anything contained herein to the contrary, RBI shall submit to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration a detailed description of the Collection Period, Buyer calculation of commissions and any dispute with respect thereto shall be relieved settled in accordance with the procedures set forth in Section 3.3. If RBI fails to timely pay any amounts due hereunder, then RBI shall pay Seller interest calculated at the rate 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 ten percent (10%) per annum on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpast due amount.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially use all reasonable efforts to collect Seller's assist the Seller Parties in the collection of accounts receivable listed resulting from activities occurring or services rendered to patients at any Facility prior to the Apportionment Date as set forth on the Accounts Receivable List, but shall not be required to expend or advance any of its fundsSchedule 7.5 attached hereto, 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 be updated and initialed by 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 is an account debtor for an account of and Seller on the Accounts Receivable List date of Closing. In addition, Buyer shall assist Sellers by allowing examination by Sellers' authorized representatives of relevant documentation in Buyer's possession after the Closing Date, and 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 Seller's account Apportionment Date for and on such list, unless such customer shall designate some other application behalf of such payment patient, and shall be mailed to the applicable Seller within 10 days after such determination by Buyer, except for any accounts receivable 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 shall contest (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 account receivableApportionment Date, in 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 case Buyer shall promptly notify Seller 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 designation patient, and any excess shall be attributed to any outstanding balance for such services or contest activities occurring prior to the Apportionment Date, and return 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 account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller collection of any account of accounts receivable due any Seller that is over 90 days oldhave not been collected by Buyer or Sellers within one (1) year after the Closing Date shall Execution Copy -------------- become the sole responsibility of Sellers, and Buyer shall have no further obligation to assist any Seller with respect to such accountcollection thereof. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after Until the end of each month in which such monies are collected. Upon expiration second anniversary of the Collection PeriodClosing Date, Buyer shall be relieved of any Seller may, during regular business hours and upon reasonable notice to Buyer, access, audit and photocopy all responsibility foraccounts, reports and medical records related to services rendered prior to the Closing in order to allow such Seller to document claims or submittals to attempt collection ofMedicare, 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingMedicaid or other third party payors.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mariner Health Group Inc)
Collection of Accounts Receivable. At ClosingIt is the intent and agreement of the Parties hereto that Buyer shall be entitled to all income generated from the Acquired Accounts Receivable and the contracts. If any Customer, with respect to any account receivable or contract which belongs to the Buyer pays the Seller, the Seller will deliver shall remit to the Buyer, within ten (10) days of the receipt thereof by the Seller's existing , all payments so received from such Customer. Seller and the Stockholder shall, at no expense to Buyer, provide such reasonable cooperation and assistance as may be requested by Buyer from time to time to assist with the collection of any amounts due with respect to any of the Acquired Accounts Receivable or any of the contracts to be transferred by Seller to Buyer pursuant to this Agreement. Such cooperation shall include, but not be limited to, reviewing the books and records with respect to any Customer, assisting with communications with any Customer, and appearing as a witness in any legal proceedings relating the collection of any amounts relating to such Acquired Accounts Receivable or contract. Buyer shall collect all of the acquired accounts receivable on the for its account in accordance with its reasonable business practices and applicable law, but shall not be required to bring any action or take any extraordinary steps to collect any such Acquired Accounts Receivable. Any Acquired Accounts Receivable List. Such Accounts Receivable List will be used of Seller not collected by Buyer for purposes of collection only for the period of within one hundred twenty (120) days immediately following of the Closing (the "Collection Period"). Acting as Date shall, at Buyer’s option, be reassigned to Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation may, at its option, (i) request the escrow agent to release from the Escrow Fund (in accordance with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration terms of the Collection PeriodEscrow Agreement) the amount of such uncollected receivables from the Escrow Fund, Buyer shall be relieved of all responsibility forif available, 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 (20ii) days after expiration if the remaining balance of the Collection PeriodEscrow Fund is insufficient to cover the amount of such uncollected receivables, then the Seller and the Stockholders shall jointly and severally be obligated to pay Buyer will make final payment to Seller the remaining balance of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement amount of the accounts outstandingsuch receivables in cash.
Appears in 1 contract
Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)
Collection of Accounts Receivable. At ClosingThe Purchaser shall within five (5) Business Days forward any monies, Seller will deliver Seller's existing accounts receivable on checks or instruments received by the Purchaser after the Closing Date with respect to the Accounts Receivable Listto the Seller. Such If a remittance received by Purchaser from any such account debtor shall fail to identify the invoice number(s) for which payment is being made, Purchaser shall within five (5) Business Days contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of an Account Receivable, Purchaser shall within five (5) Business Days forward the remittance to the Seller. If the remittance for a payment received by the Purchaser identifies payment of a combination of an Account Receivable on the one hand, and an amount to the Seller in payment of an invoice issued to the account debtor by the Purchaser on the other, Purchaser shall deposit said remittance with its bank and within five (5) Business Days issue a check payable to Seller in an amount equal to that portion of the remittance attributable to Accounts Receivable List will be used and forward the same to Seller along with a summary of the invoices paid attributable to Accounts Receivable. The Seller shall within five (5) Business Days forward any monies, checks or instruments received by Buyer the Seller after the Closing Date with respect to the Business but not in respect of Accounts Receivable or other Excluded Assets to the Purchaser. If a remittance received by Seller from any such account debtor shall fail to identify the invoice number(s) for purposes which payment is being made, Seller shall within five (5) Business Days contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of collection only funds with respect to the Business but not in respect of Accounts Receivable or other Excluded Assets, Seller shall within five (5) Business Days forward the remittance to Purchaser. If the remittance for a payment received by the period Seller identifies payment of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to a combination of an Account Receivable and shall make commercially reasonable efforts to collect Seller's accounts receivable listed other Excluded Assets on the Accounts Receivable Listone hand, but and an amount in payment of an invoice issued to the account debtor by the Purchaser on the other hand, Seller shall deposit said remittance with its bank and within five (5) Business Days issue a check payable to Purchaser in an amount equal to that portion of the remittance attributable to amounts in payment of funds with respect to an invoice issued to the account debtor by the Purchaser and forward the same to the Purchaser along with a summary of the invoices paid attributable to the Purchaser. From and after the Closing, the Seller shall refer all customer inquiries relating to the Business and the Acquired Assets to the Purchaser. Seller 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 retain a collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from attorney or take other similar outside collection action to collect any customer of Buyer that is an Accounts Receivable if the Purchaser sells goods or provides services to the applicable account debtor for an account of Seller on after the Closing Date unless (A) such Accounts Receivable List is unpaid at least thirty (30) days past the due date, and (B) Seller shall have offered to sell such Accounts Receivable to Purchaser at not more than face value and Purchaser shall not have elected to purchase same within ten (10) days of such offer. With respect to any Accounts Receivable which Purchaser elects to purchase, payment therefor shall 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 account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return made to Seller the account relating to such customer and thereafter shall have no further obligation in cash concurrently with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration ’s assignment of the Collection Period, Buyer same to Purchaser and same shall be relieved assigned, without recourse, free and clear 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingEncumbrances.
Appears in 1 contract
Collection of Accounts Receivable. At ClosingAs soon as practicable after the Closing Date, Seller will shall deliver ---------------------------------- to Buyer a complete and detailed list of all Seller's existing ’s accounts receivable arising from the broadcast of advertising time on the Accounts Receivable ListStations prior to the Closing Date. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the For a period of one hundred twenty fifty (120150) days immediately following the Closing Date (the "Acquisition Collection Period"). Acting , Buyer will use its reasonable efforts, as ------------------------------- Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's such accounts receivable listed on in the Accounts Receivable List, but usual and ordinary course of business. Buyer shall not be required to expend institute any legal proceedings to enforce the collection of such accounts receivable or advance to refer any of its funds, such accounts receivable 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 a collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such accountagency. Buyer shall transmit all monies not adjust any such accounts receivable or grant credit without Seller's prior written consent, and any such accounts receivable amounts collected on Seller's accounts receivable behalf of Seller shall be paid to Seller within fifteen five (155) calendar days after the end of each month in which during such monies are collected150 day period. Upon expiration of Within five (5) calendar days after the Collection Periodone hundred fiftieth (150th) day after the Closing Date, Buyer shall be relieved of deliver to Seller a statement listing all responsibility for, or to attempt collection of, Seller's uncollected accounts receivable, and 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 alone 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 responsible for collection 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 in dispute, and (b) request in writing that a particular payment be applied to a specific account receivable of any balances due on such accounts. Within twenty (20) days after expiration of the Collection PeriodBuyer, Buyer will make final payment to Seller may apply the sums collected as so designated. After full satisfaction of the amounts collected on Seller's accounts and account, the balance, if any, shall return be applied to Seller each then uncollected SellerBuyer's account together with a final statement of the accounts outstandingaccounts.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the For a period of one hundred twenty (120) 180 days immediately following after the Closing (Date, the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make Purchaser will use its commercially reasonable efforts to collect Seller's the accounts receivable listed included in the Assets reflected on the Accounts Receivable ListLatest Balance Sheet, but shall not 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 required in addition to expend 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 Latest Balance Sheet. The Purchaser may in its discretion, reasonably exercised, resort to litigation or advance any the use of its funds, collection agencies or similar efforts to locate any debtor, or collect the Guaranteed Receivables. Any payment made 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 the Purchaser or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer affiliate of Buyer that is the Purchaser by an account debtor for an with more than one outstanding account of Seller on the Accounts Receivable List shall receivable will be applied first 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 Purchaser will apply such payments to the Seller's oldest account on such list, unless such customer shall designate some other application receivable of such payment or shall contest account debtor and then to the next oldest account receivable, in which case Buyer shall promptly notify Seller receivable of such designation or contest and return to Seller account debtor until such payment has been fully reflected. The Contingent Purchase Price will be reduced by the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requestsamount, Buyer also shall promptly return to Seller any account if any, by which the net amount of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies the Guaranteed Receivables not collected on Seller's accounts receivable to Seller within fifteen (15) days or before the 180th day after the end Closing Date exceeds the Bad Debt Reserve (as hereinafter defined) (such excess is hereinafter referred to as the "GUARANTEED RECEIVABLES SHORTFALL"). Any Guaranteed Receivables not collected within 180 days will be returned to the Sellers. For purposes of each month in which such monies are collected. Upon expiration of this Agreement, the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.term "
Appears in 1 contract
Collection of Accounts Receivable. At the Closing, Seller Buyer will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by acquire hereunder, and thereafter Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer or its designated Affiliates shall have the exclusive right and authority to collect for Buyer's or its designated Affiliates' account, all receivables, letters of credit and other items which constitute a part of the Acquired Assets. Sellers shall, and shall make commercially reasonable efforts cause their Subsidiaries to, promptly after receipt of any payment by Sellers or their Subsidiaries in respect of any of the foregoing, properly endorse and deliver to collect Seller's accounts receivable listed Buyer or its designated Affiliates any letters of credit, documents, cash or checks received on account of or otherwise relating to any such receivables, letters of credit or other items, and Buyer and its Affiliates shall have the Accounts Receivable Listright and authority to endorse, but shall not be required to expend without recourse, the name of Sellers or advance any of its fundsSubsidiaries on any check or similar negotiable instrument received by Buyer or any of its Affiliates constituting Acquired Assets transferred, conveyed and assigned to locate Buyer or any debtorof its Affiliates hereunder. After the Closing, (i) Sellers shall, and shall cause their Subsidiaries to, promptly transfer or deliver to institute Buyer or defend its designated Affiliates any suitcash or other property that Sellers may or any of their Subsidiaries may receive in respect of any deposit, actionprepaid expense, claim, contract, license, lease, commitment, sales order, purchase order, letter of credit or counterclaim in receivable of any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage counsel character, or any outside collection agency or facility in collecting Seller's accounts receivable. Payments received on an account from any customer other item, constituting a part of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days oldAcquired Assets, and (ii) Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's accounts receivableshall, and thereafter Seller alone shall be responsible for collection cause its Subsidiaries to, promptly transfer or deliver to Sellers any cash or other property that Sellers may or any of their Subsidiaries may receive in respect of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingreceivable set forth on Schedule 1.1(b)(x). At Buyer's request, at or following the Closing, Sellers shall, and shall cause their Subsidiaries to, cooperate with Buyer in sending joint notices to customers and clients of the Business notifying such customers and clients of the transfer of the Business to Buyer and requesting payment of outstanding accounts receivable included in the Acquired Assets directly to Buyer or Buyer's designated Affiliates.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing During the applicable post-Closing time periods for collectability for accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing as described in Section 3.14 (the "“Applicable Collection Period"”). Acting as Seller's agent, during the Collection Period Buyer Parent shall have cause the exclusive right Company Entities to and shall make use commercially reasonable efforts to diligently collect Seller's the Company Entities’ accounts receivable listed included on the Accounts Receivable Listbooks and records of a Company Entity and to enforce and make timely claims with respect to any surety bond rights of a Company Entity existing as of the Closing Date including, but without limitation, offering continued employment to the Company’s current employee collections agent. To the extent that the Parent has complied with the prior sentence, following the Applicable Collection Period for each such receivable, the Parent and/or the Company Entities shall not be required entitled to expend or advance make a claim for indemnification pursuant to Article VIII with respect to any of its fundsuncollected accounts receivable and, 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 the extent that the Company Entities is an account debtor for an account of Seller on the Accounts Receivable List shall 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 account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return to Seller the account relating fully compensated pursuant to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller claim for indemnification for any account of Seller that is over 90 days old, and Buyer shall have no further obligation Losses with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable receivable, Parent will cause the applicable Company Entity to Seller within fifteen (15) days after assign the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility for, or to attempt collection of, Seller's uncollected accounts receivable, and thereafter Seller alone either assign or grant by power of attorney any bond rights related to such uncollected accounts receivable, to the Stockholder Representative for the benefit of the Stockholders and the In-Money Optionholders, except that the Parent may, at its sole option, elect to cause a Company Entity retain any one or more or all of such accounts receivable and any such retained accounts receivable shall be responsible for treated as thereby collected. The Stockholder Representative, the Stockholders and In-Money Optionholders shall refrain from all collection activities with respect to any receivable until such receivable is assigned to the Stockholder Representative in accordance with this Section. For all purposes of this Agreement, all amounts collected against accounts receivable shall be applied against the specific invoice of an account debtor as specified by such account debtor. If the account debtor fails to specify the specific invoice against which to apply any balances due amount collected, such amount collected shall be applied to the oldest outstanding invoice of such account debtor (unless the account debtor has previously notified a Company entity of a dispute with respect to such oldest outstanding invoice). To the extent that a Company Entity collects: (a) an amount that does not apply to an invoice (or portion of an invoice) representing an account receivable included on such accounts. Within twenty (20) days after expiration the books and records of a Company Entity as of the Collection Period, Buyer will make final payment Closing Date; or (b) an amount with respect to Seller a particular account receivable in excess of the amounts collected amount included on Seller's accounts the books and shall return to Seller each then uncollected Seller's account together with records of a final statement Company Entity as of the accounts outstandingClosing Date, such collected amounts shall be for the sole benefit of the Company Entity making the collection.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on From the Closing Date through ninety (90) days after the Closing Date or with respect to the portion of the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty relating to retentions, ninety (12090) days immediately following Closing after the date such are required to be paid in accordance with the terms of the applicable Contract or purchase order (as applicable), the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Parent shall have the exclusive right to and shall make use its commercially reasonable efforts to collect Seller's accounts receivable listed on 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 the Parent is unable to collect any part of the Accounts Receivable List(the “Uncollected Accounts Receivable”) upon the conclusion of such ninety (90) day anniversary or such ninety (90) day period, but as the case may be, then, at the discretion of the Parent, (1) the Working Capital shall not be required decreased by such amount of Uncollected Accounts Receivable in determining the Post Closing Working Capital pursuant to expend or advance any of its fundsSection 1.04(b), (2) the Uncollected Accounts Receivable may be handled in a manner mutually acceptable to locate any debtorthe Seller Group and the Parent, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances (3)(i) Parent 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 is an account debtor for an account of Seller on assign the Uncollected Accounts Receivable List to the Company which shall be applied first 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 Seller's account on such list, unless such customer shall designate some other application Parent (at the sole election of the Parent) by wire transfer in immediately available funds or offset of such payment or shall contest amount against the account receivable, in which case Buyer shall promptly notify Escrow Amount. The Seller of such designation or contest and return to Seller the account relating to such customer and thereafter Group shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return the right to Seller any account pursue the collection of Seller that is over 90 days old, and Buyer shall have no further obligation with respect the Uncollected Accounts Receivable prior to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved applicable statute of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible limitation for collection of any balances due on such accountsfunds. Within twenty (20) days after expiration The Seller Group’s collection of such accounts receivable shall be consistent with the past practices of the Collection PeriodCompany, Buyer will make final payment which include, among other things, commercially reasonable efforts not to Seller injure any customer relationships of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement Company or of the accounts outstandingBusiness as it relates to the Parent after the Closing.
Appears in 1 contract
Collection of Accounts Receivable. At The Accounts Receivable are and shall remain at all times an Excluded Asset and shall not become the property of Buyer at the Closing, Seller will deliver Seller's existing accounts receivable on . Buyer agrees to use its best efforts to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes in the normal and Ordinary Course of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting Business as Seller's agentagent for collection and will apply all such amounts collected to the debtor's oldest account receivable (unless and only to the extent that such debtor disputes that such account receivable is properly due); provided, during however, that such obligation and authority shall not extend to the Collection Period institution of litigation, employment of counsel or a collection agency, or any other extraordinary means of collection, unless authorized in writing by Seller. Buyer agrees to cooperate fully with Seller as to any litigation or other collection efforts instituted by Seller to collect delinquent Accounts Receivable and Seller agrees to consult with Buyer prior to instituting any litigation or other collection efforts and thereafter to take only such actions as are commercially reasonable. On or before the fifteenth (15th) day of each month, Buyer shall have deliver to Seller a statement or report showing all such collections effected since the exclusive right to last report delivered and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on all commissions with respect thereto, together with a check or draft for the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application amount of such payment or shall contest collections, less the account receivable, in which case Buyer shall promptly notify Seller amount of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation all commissions with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days oldauthorized by Seller, and at Seller's expense, Buyer shall have no further obligation full power and authority as Seller's agent for collection to settle disputes, effect compromises, institute and terminate suits relating thereto, and generally to pursue such collections in accordance with respect Buyer's customary collection procedures, including employment of counsel or a collection agency or any other extraordinary means, in all instances acting as agent for Seller, but without any necessity to disclose that fact. If at any time Buyer in good faith determines that any of the Accounts Receivable are uncollectible, Buyer shall notify Seller of such determination and upon Seller's written request shall furnish or make available to Seller all records, files, and data relating to such accountaccounts and Buyer's determination of uncollectibility. Buyer shall transmit all monies collected on Buyer's obligation to collect the Accounts Receivable as Seller's accounts receivable to Seller agent shall expire at the end of the twelfth (12th) full month following the Closing Date and, within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Periodmonth, Buyer shall be relieved render a final statement or report showing Accounts Receivable collected and uncollected. Seller may terminate Buyer's right to collect any or all of all responsibility forthe Accounts Receivable upon written notice delivered to Buyer, or at any time that Seller determines in good faith that Buyer is not pursuing the collection of the Accounts Receivable in a commercially reasonable manner consistent with Buyer's customary collection procedures with respect to attempt collection of, Seller's its accounts receivable, and thereafter Seller alone in which event the collection of such account or accounts shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingsole responsibility.
Appears in 1 contract
Samples: Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)
Collection of Accounts Receivable. At Closing, Seller will shall deliver Seller's existing accounts receivable on to Buyer not later than five (5) business days after the TBA Date a complete and detailed statement of all Accounts Receivable Listas of the TBA Date, showing the name, amount and age of each account. Such Accounts Receivable List will be used by Buyer for purposes of collection only for During the period from the TBA Date through the end of one hundred twenty the sixth successive calendar month (120excluding the calendar month during which the TBA Date occurs) days immediately following Closing (the "Collection Period"). Acting as , 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's agent, during (iii) on or before the fifth business day following the end of each calendar month in the Collection Period Buyer shall have furnish Seller with a list of the exclusive right amounts collected during such calendar month with respect to the Accounts Receivable, and (iv) Buyer shall make commercially reasonable efforts remit to collect Seller's accounts receivable listed , 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 Listthat have not previously been remitted to Seller, but net of any commissions paid or payable with respect thereto. Seller shall not be required entitled to expend or 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 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 payment from any customer of Buyer that is an account debtor for an account that is liable under any of Seller on the Accounts Receivable List and with whom Buyer continues to sell advertising time on the Station, or otherwise maintains a business relationship, Buyer shall first credit the payment in full to any outstanding Account Receivable balance for such account unless Seller directs otherwise or unless the account debtor indicates that there is a dispute in which case the payment shall be applied first to undisputed items. Following the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility forhave no further obligations under this Section 6.19, or except that Buyer shall immediately pay over to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accountsamounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collection of all Accounts Receivable. Buyer will make final shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Seller. If Buyer remits to Seller hereunder any Accounts Receivable paid by NBC which are based on estimates and it is subsequently determined that Seller was not entitled to the entire amount of such payment, Seller shall immediately return to Buyer for payment to NBC the excess amount. The obligation of Seller of in the amounts collected on Seller's accounts and previous sentence shall return not be subject to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingBasket.
Appears in 1 contract
Collection of Accounts Receivable. At ClosingUpon and after Completion, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Purchaser shall have the exclusive right and authority to collect all Receivables transferred to the Purchaser pursuant to this Agreement and to endorse the name of ESPL on any cheques received on account of any such Receivables. VTI and ESPL shall promptly transfer and deliver to the Purchaser any cash, cheques or other property which VTI, and ESPL may receive in respect of such accounts after the Completion Date. VTI and ESPL will cooperate with the Purchaser, at its reasonable request, on and after the Completion Date in endeavoring to collect all Receivables transferred to the Purchaser by furnishing, at Purchaser's cost and expense, such information, testimony and other assistance as the Purchaser may reasonably require in connection with collection of such accounts. Payments received from customers in respect of any Receivables shall be applied to the oldest outstanding Receivable from such customer, unless such customer, acting on its own volition, specifically identifies such payment to a particular Receivable, in which case such payment shall be applied to the specified Receivable. Aremis and the Purchaser hereby jointly and severally agree not to coerce or suggest, directly or indirectly, in any way, to any customer that they identify any payment to a particular Receivable, and in the event of any such coercion or suggestion, Aremis shall procure the Purchaser, and the Purchaser agrees to make a credit to ESPL, for any Receivables put to VTI or ESPL as provided below, in an amount equal to five times the amount of that Receivable. The Purchaser shall use commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, Receivables (but shall not be required obligated hereunder to expend or advance bring any action to collect any Receivables) but if it shall fail to collect the full amount 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 is an account debtor for an account of Seller on the Accounts such Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) 180 days after the end Completion Date, the Purchaser shall, subject to the provisions contained in Section 10.10 of each month the Master Agreement relating to the putting back of Receivables, have the right to put such Receivable to VTI or ESPL, whereupon VTI or ESPL (as applicable) shall repurchase such Receivable from the Purchaser at the face amount thereof. Any such put right must be exercised on or before 360 days after the Completion Date unless extended in writing by VTI or ESPL. Notwithstanding the foregoing, the Purchaser shall not have the right to put to VTI or ESPL (as applicable) any Receivable which such monies are collectedthe Purchaser has compromised or settled or agreed to accept payment at less than the face amount thereof in full satisfaction thereof or otherwise given a credit in respect thereof. Upon expiration a put of a receivable to VTI or ESPL, the Collection PeriodPurchaser will cooperate with VTI or ESPL, Buyer shall be relieved of at its reasonable request, in endeavoring to collect all responsibility forReceivables put to VTI or ESPL by furnishing, at VTI or to attempt collection ofESPL's cost and expense, Seller's accounts receivablesuch information, testimony and thereafter Seller alone shall be responsible for other assistance as VTI or ESPL may reasonably require in connection with collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Samples: Agreement for the Purchase and Sale (Aremissoft Corp /De/)
Collection of Accounts Receivable. At ClosingWithin ten (10) business days --------------------------------- after the Closing Date, the Seller will deliver Seller's existing accounts receivable on shall furnish to Buyer a list of the Accounts Receivable Listby accounts and the amounts owing the Company as of the Closing Date. Such Accounts Receivable List will be used by Buyer agrees, for purposes of collection only for the a period of one hundred twenty (120) days immediately following the Closing Date (the "Collection Period"), without any requirement to litigate or engage any third party to collect the Accounts Receivable, to use its reasonable efforts (with at least the care and diligence Buyer uses to collect its own accounts receivable) to collect for the Seller the Accounts Receivable and to remit to the Seller on the fifth (5th) business day following the last day of each month, collections received by Buyer with respect to the Accounts Receivable. Acting as Buyer shall not make any referral or compromise of any Accounts Receivable to a collection agency or attorney for collection and shall not compromise for less than full value any Account Receivable without the prior written consent of the Seller's agent, . At all times during the Collection Period Buyer shall promptly notify the Seller of any claim made by an Account Receivable debtor that such debtor is not obligated to make payment. In any such case, Buyer shall, at the written request of Seller, reassign, without recourse to the Buyer, the associated Accounts Receivable, and Seller shall thereafter have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on enforce the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such list, unless such customer shall designate some other application of such payment or Account Receivable. Any Account Receivable not collected by Buyer during the Collection Period shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return revert to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such accountSeller. Buyer shall transmit reassign, without recourse to Buyer, each Account Receivable and deliver all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after records relating thereto at the end of each month in which such monies are collected. Upon expiration of the Collection Period. All payments in respect of the Accounts Receivable received by Buyer (whether during the Collection Period or otherwise), shall be first applied to the oldest balance then due on the Accounts Receivable. Buyer agrees, upon the reasonable request of Seller, to furnish to Seller periodic reports on the status of its Accounts Receivable. Buyer shall be relieved have the right to set-off any amounts collected for Accounts Receivable for any amounts paid by Buyer on behalf of all responsibility for, or Seller and shall submit a written monthly statement to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible with detailed support for collection of any balances due on such accountsamounts set off. Within twenty (20) days after expiration of During the Collection Period, Buyer Seller will not make final payment efforts to collect Accounts Receivable, except those with respect to which Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandinghas requested reassignment as described above.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on shall assign to Buyer all of the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer Re- ceivable for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")only. Acting as Seller's agent, during the Collection Period Buyer shall have use such efforts as are reasonable and in the exclusive right to and shall make commercially reasonable efforts ordinary course of business to collect Seller's accounts receivable listed on the Accounts Receivable Listfor a period of four (4) months following the Closing Date. This obligation, but however, shall not be required extend to expend or advance any the institution of its fundslitigation, to locate any debtoremployment of counsel, or to institute or defend any suitother extraordinary means of collection. So long as the Accounts Receivable are in Buyer's possession, 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 neither Seller nor Seller's accounts receivableagents shall make any solicitation of them for collection purposes or institute litigation for the collection of any amounts due thereunder. Payments Buyer shall deposit the proceeds of Seller's Accounts Receivable, as received on an account less any salesperson's, agency and representative commissions applicable thereto that are deducted and paid by Buyer from any customer the proceeds of Buyer that is an account debtor for such collections, in an account of a local Chico bank designated by Seller. Within ten (10) business days following the expiration of each month during such four (4) month period, Buyer shall furnish Seller on with a list of the Accounts Receivable List collected during such month. All payments received by Buyer during the four (4) month period following the Closing Date from any person obligated with respect to any the Accounts Receivable shall be applied first to the Seller's account on such listand only after full satisfaction thereof to Buyer's account; PROVIDED, unless such customer shall designate some other application HOWEVER, that if during this period any account debtor contests the validity of such payment or shall contest the 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 its obligation with respect thereto. If Seller requeststo any Account Receivable, then Buyer also shall promptly may return that Account Receivable to Seller after which Seller shall be solely responsible for the collection thereof. Buyer shall not have the right to compromise, settle, or adjust the amounts of any account of the Accounts Receivable without Seller's prior written consent. Any of the Accounts Receivable that are not collected within four (4) months after the Closing Date shall be reassigned to Seller that is over 90 days old, and after which Buyer shall have no further obligation to Seller with respect to such account. the Accounts Receivable; PROVIDED, HOWEVER, that all funds subsequently received by Buyer shall transmit all monies collected (without time limitation) that can be specifically identified, whether by accompanying invoice or otherwise, as a payment on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer any Account Receivable shall be relieved of all responsibility for, promptly paid over or forwarded 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Samples: Asset Purchase Agreement (Redwood Broadcasting Inc)
Collection of Accounts Receivable. (a) At the Closing, Seller will 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 Seller's existing accounts receivable to CBS, on or immediately after the Closing Date, a complete and detailed statement of the Accounts Receivable. CBS shall make reasonable efforts to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for during the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")) beginning at the Effective Time and ending on the last day of the fifth full calendar month following the Closing Date. Acting Any payment received by CBS (i) at any time following the Effective Time, (ii) from a customer of the Station after the Effective Time who was also a customer of the Station prior to the Effective Time and (iii) which is not designated as Seller's agenta payment of a particular invoice or invoices or as a security deposit or other prepayment, during shall be presumptively applied to the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on 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 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 List, 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 a collection agency or facility in collecting Seller's accounts receivableto an attorney for collection. Payments received on an account from CBS shall incur no liability to Gaylxxx xxx any customer of Buyer that is an account debtor for an account of Seller on the collected or uncollected Accounts Receivable List shall 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 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 obligation with respect theretoReceivable. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of During the Collection Period, Buyer neither Gaylxxx xxx its agents, without the consent of CBS, shall be relieved make any direct solicitation of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible any customers owing the Accounts Receivable for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpurposes.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gaylord Entertainment Co /De)
Collection of Accounts Receivable. (a) At the Closing, Seller will 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 Accounts Receivable. Sellers shall deliver Seller's existing accounts receivable 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 List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for during the period of one hundred twenty (120) days immediately following Closing (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 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 Sellers in accordance with Section 2.07(b). Acting as Seller's agent; provided further, during however, that if, prior to the Collection Period Effective Time, Sellers or, after the 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 have 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 exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on prior written approval of Sellers before referring any of the Accounts Receivable List, 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 a collection agency or facility in collecting Seller's accounts receivableto an attorney for collection. Payments received on an account from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such listExcept as otherwise provided herein, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation incur no liability to Sellers for any collected or contest and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect theretouncollected Accounts Receivable. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of During the Collection Period, Buyer neither Seller nor any of its agents, without the consent of Buyer, shall be relieved make any direct solicitation of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible any customers owing the Accounts Receivable for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpurposes.
Appears in 1 contract
Samples: Asset Purchase Agreement (Young Broadcasting Inc /De/)
Collection of Accounts Receivable. At Closing(a) After the Closing and until the Final Receivables Settlement Date (as defined below), Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Surviving Corporation shall have the exclusive right to and shall make in good faith use commercially reasonable efforts to collect Seller's the accounts receivable listed 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 ListReceivable”). Without limiting the foregoing, but the Surviving Corporation shall not be required deemed to expend be in good faith using commercially reasonable efforts to collect the Closing Accounts Receivable if it shall forgive, discharge or advance 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 funds, Subsidiaries prior to locate any debtor, or the Closing. If the Surviving Corporation has not collected an amount of receivables in an amount at least equal 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 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 period from the Closing Date through the date that is five business days before the Indemnity Escrow Release Date. For the avoidance of doubt, any collection of a receivable that was a doubtful account debtor for an account of Seller on the Closing Statement 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, 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 Closing Statement and, pursuant to the second sentence of this Section 11.8(a), such forgiveness, discharge or compromise would not constitute the good faith use of commercially reasonable efforts to collect the Closing Accounts Receivable List 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 Surviving Corporation’s written agreement that the amount so forgiven, discharged or compromised shall be applied first to considered an amount collected by the Seller's account on such listSurviving Corporation for the purposes of the third sentence of this Section 11.8(a) (or, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies any forgiveness, discharge or compromise occurring during the Subsequent Collection Period (as defined below), an amount collected on Seller's accounts receivable to Seller within fifteen (15by the Surviving Corporation for the purposes of Section 11.8(b) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingbelow).
Appears in 1 contract
Collection of Accounts Receivable. At (a) As of the Closing Date, Seller hereby (i) authorizes Purchaser or its designee to open any and all mail addressed to any Seller relating to the Business, the Assets or the Assumed Liabilities and delivered to the offices of the Business or otherwise to Purchaser or its designee if received on or after the Closing Date and (ii) appoints Purchaser, its designee or its attorney-in-fact to endorse, cash and deposit any monies, checks or negotiable instruments received by Purchaser or its designee after the Closing Date with respect to Included Pharma Receivables, the other Assets or accounts receivable relating to work performed by Purchaser after the Closing, as the case may be, made payable or endorsed to a Seller will deliver or a Seller’s order, for Purchaser’s or its designee’s own account. Purchaser expressly agrees that all monies, checks or negotiable instruments received by Purchaser that relate to the Non-Pharma Receivables (as defined 32 in Section 4.14(c) below) or Excluded Assets, shall be paid over to Seller upon Purchaser’s receipt as provided in Section 4.14(b) below. (b) As of the Closing Date, (i) Seller agrees that any monies, checks or negotiable instruments received by Seller or any of its Subsidiaries after the Closing Date with respect to Included Pharma Receivables, the other Assets or accounts receivable relating to work performed by Purchaser after the Closing, as the case may be, shall be held in trust by Seller or such Subsidiary for Purchaser's or its designee's benefit and account, and immediately upon receipt by Seller or its Subsidiary of any such payment, Seller shall pay (or cause to be paid) over to Purchaser or its designee the amount of such payments without any right of set off or reimbursement, and (ii) Purchaser agrees that any monies, checks or negotiable instruments received by Purchaser or any of its Subsidiaries after the Closing Date with respect to Non-Pharma Receivables, the Excluded Assets, as the case may be, shall be held in trust by Purchaser or such Subsidiary for Seller's existing accounts receivable on or its designee's benefit and account, and immediately upon receipt by Purchaser or its Subsidiary of any such payment, Purchaser shall pay (or cause to be paid) over to Seller or its designee the Accounts Receivable Listamount of such payments without any right of set off or reimbursement. Such Accounts Receivable List will be used by Buyer for purposes (c) As of collection only for the period of one hundred twenty Closing Date, (120i) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Purchaser or its designee shall have the exclusive right sole authority to xxxx and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 account receivable, in which case Buyer shall promptly notify Seller of such designation or contest Included Pharma Receivables and return to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days the extent relating to work performed by Purchaser after the end Closing and Seller shall not (and shall cause its Subsidiaries not to) instigate or threaten to instigate any claims or litigation in connection with such collection efforts, and (ii) Seller or its designee shall have the sole authority to xxxx and collect all accounts receivable (other than Included Pharma Receivables and accounts receivable to the extent relating to work performed by Purchaser after the Closing (collectively, “Non-Pharma Receivables”) after the Closing and Purchaser shall not (and shall cause its Subsidiaries not to) instigate or threaten to instigate any claims or litigation in connection with such collection efforts. (d) Notwithstanding anything to the contrary contained in Section 8.14 hereof, (i) any designees of each month in which such monies are collected. Upon expiration Purchaser who acquire any Included Pharma Receivables hereunder shall be express third party beneficiaries of the Collection Periodprovisions of this Section 4.14 relating to the Pharma Included Receivables, Buyer and (ii) any designees of Seller who acquire any Non-Pharma Receivables 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 express third party beneficiaries of the Collection Period, Buyer will make final payment provisions of this Section 4.14 relating to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.Non-Pharma Receivables 4.15
Appears in 1 contract
Samples: Asset Purchase Agreement by And
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make use all commercially reasonable efforts to cause the Company to collect Seller's all accounts receivable listed of the Company set forth on the Closing Balance Sheet (“Closing Accounts Receivable”). In the event that any Closing Accounts Receivable Listshall remain uncollected for a period of 120 days following the Closing Date, but Buyer shall not be required cause the Company 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 is an account debtor for an account of Seller on the write-off such uncollected Closing Accounts Receivable List (“Uncollected Accounts Receivable”), the Xxxxxxx Purchase Price shall be applied first to the Seller's account reduced on such list, unless such customer shall designate some other application of such payment or shall contest the 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 obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days olda dollar-for-dollar basis, and Xx. Xxxxxxx shall pay such deficiency to Buyer shall have no further obligation with respect to (such accountdeficiency being, the “AR Adjustment Amounts”). Buyer shall transmit all monies collected on Seller's accounts receivable to Seller All payments under this subsection will be made within fifteen (15) 30 days after Closing Working Capital has been finally determined, and will bear interest from the end Closing Date through the date of each month in which such monies are collectedpayment at the rate of 6% per annum. Upon expiration of the Collection PeriodIn addition to any other rights available to Buyer, Buyer shall be relieved entitled to claim such AR Adjustment Amounts under the terms of all responsibility forthe Escrow Agreement, set-off such amount against any amounts owing to Xx. Xxxxxxx under Section 1.01 or otherwise be indemnified for such amount pursuant to Article VIII. Solely to the extent that Xx. Xxxxxxx has paid any AR Adjustment Amounts to the Company, or the Company has otherwise satisfied such amounts through the receipt of monies pursuant to attempt collection ofthe Escrow Agreement or set-off against other amounts owing to Xx. Xxxxxxx hereunder, Seller's accounts receivable, and thereafter the Company shall assign its rights to such Uncollected Accounts Receivable to the Seller alone shall be responsible Representative for purposes of allowing such Seller Representative to seek collection of any balances due on such accounts. Within twenty (20) days after expiration amounts for the benefit of the Collection PeriodSellers. For purposes of applying this Section, Buyer payments received by the Company from a particular source will make final be applied to outstanding accounts for that source in chronological order beginning with the oldest outstanding account for such source, unless a payment is clearly intended to Seller of the amounts collected on Seller's accounts and shall return be applied to Seller each then uncollected Seller's a specified account together with a final statement of the accounts outstandingor obligation.
Appears in 1 contract
Samples: Stock Purchase Agreement (World Health Alternatives Inc)
Collection of Accounts Receivable. At Closing(i) The Purchaser shall promptly forward any monies, Seller will deliver Seller's existing accounts receivable on checks or instruments received by the Purchaser after the Closing Date with respect to the Accounts Receivable Listto Wachovia Bank Reptron Distribution P.O. Box Number 932761 at Atxxxxx, Xxxxxxx 00000-0000. Such Xx x xxxxxxxxxx xxxxxx xxxeived by Purchaser from any such account debtor shall fail to identify the invoice number (s) for which payment is being made, Purchaser shall contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of an Account Receivable, Purchaser shall promptly forward the remittance as directed in the previous sentence. If the remittance advice for a payment received by the Purchaser identifies payment of a combination of an Account Receivable on the one hand, and an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Purchaser shall deposit said remittance with its bank and promptly issue a check payable to Seller in an amount equal to that portion of the remittance attributable to Accounts Receivable List will be used by Buyer for purposes and forward the same to the Reptron Distribution P.O. Box Number noted above along with a summary of collection only the invoices paid attributable to Accounts Receivable. Except for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentforegoing, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 Purchaser shall have no further 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 Buyer shall have no further obligation obligations with respect to such accountthe Accounts Receivable. Buyer The Seller shall transmit all monies collected on Seller's accounts receivable forward promptly to the Purchaser any monies, checks or instruments received by the Seller within fifteen (15) days after the end of each month Closing with respect to the Business but not in which such monies are collected. Upon expiration respect of the Collection PeriodAccounts Receivable. If a remittance advice received by Seller shall fail to identify the invoice number (s) for which payment is being made, Buyer Seller shall be relieved contact the account debtor and request written notification from the account debtor as to which invoice(s) are being paid with the remittance. If the remittance is in payment of all responsibility forfunds with respect to the Business but not in respect of the Accounts Receivable, or Seller shall promptly forward the remittance to attempt collection of, Seller's accounts receivablePurchaser. If the remittance advice for a payment received by the Seller identifies payment of a combination of an Account Receivable on the one hand, and thereafter an amount in payment of funds with respect to the Business or in payment of an invoice issued to the account debtor by the Purchaser on the other, Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration deposit said remittance with its bank and promptly issue a check payable to Purchaser in an amount equal to that portion of the Collection Period, Buyer will make final remittance attributable to amounts in payment of funds with respect to Seller the Business or in payment of an invoice issued to the account debtor by the Purchaser and forward the same to the Purchaser along with a summary of the amounts collected on Seller's accounts and shall return invoices paid attributable to Seller each then uncollected Seller's account together with a final statement the Business or an invoice of the accounts outstandingPurchaser. From and after the Closing, the Seller shall refer all customer inquiries relating to the Business and the Acquired Assets to the Purchaser.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing have the right to collect and retain any and all accounts receivable on of the Accounts Receivable ListCompany that were invoiced prior the Closing Date. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right Purchaser agrees to and shall make use its commercially reasonable efforts to collect aid Seller in collecting all accounts receivable invoiced by Seller prior to the Closing Date and shall hold in trust for Seller's benefit, and remit promptly to Seller, any amount it receives with respect to such accounts receivable. Purchaser shall have the right to xxxx and collect all accounts receivable listed arising out of or related to the performance of its obligations under the agreements, contracts and commitments constituting the Purchased Assets or otherwise with respect to the Business on and after the Accounts Receivable ListClosing Date, but and Seller shall not xxxx or collect, or attempt to xxxx or collect, for any accounts receivables arising out of or related to the performance of the obligations under the agreements, contracts and commitments constituting the Purchased Assets or otherwise with respect to the Business on and after the Closing Date. Seller agrees to reasonably cooperate with Purchaser in collecting such accounts receivable (provided, that Seller shall not be required to expend or advance make any of its fundsmaterial out-of-pocket expenditures in doing so) and shall hold in trust for Purchaser's benefit, and remit promptly to locate Purchaser, 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 amounts it receives for such accounts receivable. Payments received Prior to and after the Closing Date, the Company shall direct all customers of the Company to make payments on all invoices issued by Purchaser on and after the Closing Date to an account from any customer designated by Purchaser for receipt of Buyer that is an account debtor for an account all accounts receivable of Seller the Business arising on and after the Accounts Receivable List shall 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 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 obligation with respect theretoClosing Date. If Seller requestsany checks, Buyer also shall promptly return to Seller cash or other monies or property of any account of Seller that is over 90 days old, and Buyer shall have no further obligation kind with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days are received by the Company on or after the end of each month Closing Date, the Company shall immediately endorse such checks and tender such cash and other monies or property to Purchaser and shall take any and all other actions and execute any and all other agreements, documents and instruments as may reasonably be requested by Purchaser in which order to effectuate or facilitate such endorsement, tender or transfer. Until their endorsement, transfer or tender to Purchaser, all such checks, cash or other monies are collected. Upon expiration of the Collection Period, Buyer or property shall be relieved deemed held in trust by the Company for the exclusive benefit 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingPurchaser.
Appears in 1 contract
Samples: Asset Purchase Agreement (En Pointe Technologies Inc)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the The Accounts Receivable Listare and shall remain at all times an Excluded Asset and shall not become the property of Buyer at the Closing. Such Accounts Receivable List will be used by Buyer agrees, for purposes of collection only for the a period of one hundred twenty (120) 180 days immediately following the Closing (the "Collection Period"). Acting as SellerDate, to use Buyer's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable Listin the normal and Ordinary Course of Business as Seller's agent for collection and will apply all such amounts collected to the debtor's oldest account receivable (unless and only to the extent that such debtor disputes that such account receivable is properly due); provided, but however, that such obligation and authority shall not be required extend to expend the institution of litigation, employment of counsel or advance any of its funds, to locate any debtora collection agency, or any other extraordinary means of collection, unless authorized in writing by Seller. Buyer agrees to cooperate fully with Seller as to any litigation or other collection efforts instituted by Seller to collect delinquent Accounts Receivable and Seller agrees to consult with Buyer prior to instituting any litigation or other collection efforts and thereafter to take only such actions as are commercially reasonable. On or before the fifteenth (15th) day of each month, Buyer shall deliver to Seller a statement or report showing all such collections effected since the last report delivered and all commissions with respect thereto, together with a check or draft for the amount of such collections. If authorized by Seller, and at Seller's expense, Buyer shall have full power and authority as Seller's agent for collection to settle disputes, effect compromises, institute or defend any suitand terminate suits relating thereto, actionand generally to pursue such collections in accordance with Buyer's customary collection procedures, claim, or counterclaim in any legal or equitable proceeding. Under no circumstances shall Buyer be required to engage including employment of counsel or any outside a collection agency or facility any other extraordinary means, in collecting all instances acting as agent for Seller's accounts receivable, but without any necessity to disclose that fact. Payments received on an account from If at any customer time Buyer in good faith determines that any of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on such listare uncollectible, unless such customer shall designate some other application of such payment or shall contest the account receivable, in which case Buyer shall promptly notify Seller of such designation determination and upon Seller's written request shall furnish or contest and return make available to Seller the account all records, files, and data relating to such customer accounts and thereafter shall have no further Buyer's determination of uncollectibility. Buyer's 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on collect the Accounts Receivable as Seller's accounts receivable to Seller agent shall expire at the end of the sixth (6th) full month following the Closing Date and, within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Periodmonth, Buyer shall be relieved render a final statement or report showing Accounts Receivable collected and uncollected. Seller may terminate Buyer's right to collect any or all of all responsibility forthe Accounts Receivable upon written notice delivered to Buyer, or at any time that Seller determines in good faith that Buyer is not pursuing the collection of the Accounts Receivable in a commercially reasonable manner consistent with Buyer's customary collection procedures with respect to attempt collection of, Seller's its accounts receivable, and thereafter Seller alone in which event the collection of such account or accounts shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingsole responsibility.
Appears in 1 contract
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing All accounts receivable on arising out of the conduct of the business and operations of the Station prior to the Adjustment Time ("SBS Entities' Accounts Receivable ListReceivable") shall be identified in a report to be provided by the SBS Entities to Buyer as soon as practicable following the Closing. Such The SBS Entities hereby assign to Buyer the SBS Entities' Accounts Receivable List will be used by Buyer for purposes of collection only Receivable, effective upon the Adjustment Time, solely for the collection thereof. For a period of one hundred twenty (120) 120 days immediately following after the Closing (the "Collection Period"). Acting as Seller's agentDate, during the Collection Period Buyer shall have the exclusive right to and shall make commercially use reasonable efforts to collect Seller's accounts receivable listed on the SBS Entities' Accounts Receivable Listin 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, but shall not be required to expend or advance any employment 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 a collection agency or facility any other extraordinary means of collection unless agreed upon by the SBS Entities and Buyer in collecting Sellerwriting. Buyer shall apply all such amounts collected on the SBS Entities' Accounts Receivable to the debtor's accounts receivable. Payments received 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 an the Station may be applied to Buyer's account from any customer of Buyer that where there is an a pre-existing bona fide dispute between the SBS Entities and such account debtor for an account of Seller on the Accounts Receivable List shall 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 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 obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account all of Seller that is over 90 days oldits invoices), and Buyer shall have no further obligation with respect provide to such account. Buyer the SBS Entities an aging report and a collections report and shall transmit all monies pay the SBS Entities the full amount collected on Seller's accounts receivable to Seller the SBS Entities' Accounts Receivable, net of commissions, within fifteen (15) days after the end of each calendar month in which such monies are collectedduring the above-mentioned 120 day period. Upon expiration Any of the Collection Period, Buyer SBS Entities' Accounts Receivable remaining uncollected at the end of such 120 day period shall be relieved re-assigned to the SBS Entities for collection. All accounts receivable arising out of all responsibility for, or to attempt collection of, Seller's accounts receivable, the conduct of the business and thereafter Seller alone operation of the Station after the Adjustment Time shall be responsible for collection and remain the property of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingBuyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)
Collection of Accounts Receivable. At After the Closing, Seller will deliver Seller's existing shall permit Buyer to collect, in the name of the Business, all receivables and other items which are included in the Purchased Assets and which shall be transferred hereunder, and to endorse with the name of Seller any checks, receivables or other items related to the Business. Each Seller shall sweep the lockboxes and other deposit accounts where the accounts receivable are delivered and hold in trust for Buyer, and promptly transfer and deliver to Buyer on a weekly basis, any cash or other property, which such Seller may receive in respect of such receivables or other Purchased Assets. To effectuate the terms and provisions of this Section 8.2, each Seller hereby designates and appoints Buyer and its designees or agents as attorney-in-fact, irrevocably and with power of substitution, with authority to receive, open and dispose of all mail related to the Business addressed to a Seller; to notify the post office authorities to change the address for delivery of mail related to the Business addressed to such Seller to such address as Buyer or its designee or agent may designate; to endorse the name of such Seller on any notes, acceptances, checks, drafts, money orders or other evidence of payment of accounts receivables related to the Business or proceeds from the sale of the Purchased Assets that may come into possession of Buyer or its designee or agent; to sign the name of a Seller on any invoices, documents, drafts against, notices to account debtors of a Seller and assignments and requests for verification of accounts related to the Business; to execute proofs of claim and loss related to the Business; to execute any endorsement, assignments or other instruments of conveyance or transfer related to the Business; to execute releases related to the accounts receivable included in the Purchased Assets; and to do all other acts and things any of them may deem necessary and advisable to realize upon the accounts receivable related to the Business. 42 After expiration of the 120 day collection period specified in Section 4.8 herein, Buyer shall notify Seller of all Accounts Receivable which remain uncollected. Buyer shall have exercised its customary collection practices with respect to the collection of the accounts receivable. Upon receipt of notification along with copies of all pertinent invoices, it shall be the responsibility of Seller to collect such of the receivables as remain uncollected unless otherwise agreed between the parties. Such accounts receivable will be transferred back to Seller and Seller shall promptly reimburse Buyer dollar-for-dollar, net of any specific reserves included in Net Working Capital, for the amount of the receivable(s) transferred back to Seller from Buyer. Correspondingly, in the event that the Accounts Receivable List. Such collected after the Closing by the Buyer exceed the stated value of the net Accounts Receivable List will be used by Buyer for purposes of collection only for at the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentDate, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 account receivable, in which case Buyer shall promptly notify pay Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies amounts collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration excess of the 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 stated value of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingnet Accounts Receivable.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Standex International Corp/De/)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer shall assign to Buyer, for purposes of collection only only, all of the Accounts Receivable that are outstanding and unpaid on the Closing Date, except for those Accounts Receivable which Seller has instituted litigation to collect as of the date of this Agreement and which are identified on Appendix K. Buyer shall use such efforts as are reasonable and in the ordinary course of business to those Accounts Receivable for a period of one hundred twenty eighty (120180) days immediately following the Closing Date (the "Collection Period"). Acting This obligation, however, shall not extend to the institution of litigation, employment of counsel or any other extraordinary means of collection. So long as Sellerthose Accounts Receivable are in Buyer's agentpossession, neither Seller nor its agents shall make any solicitation of them for collection purposes or institute litigation for the collection of any amounts due thereunder. All payments received by Buyer during the Collection Period Buyer shall have the exclusive right from any person obligated with respect to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the any Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall be applied first to the Seller's account on account, and only after full satisfaction thereof, to Buyer's account; provided, however, that if the customer instructs Buyer to apply such list, unless payment to amounts owed by such customer to Buyer, then that account shall designate some other application be deemed a contested account governed by the following sentence. If, during the Collection Period, any account debtor contests the validity of such payment or shall contest the 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 its obligation with respect theretoto any Account Receivable, then Buyer shall return that Account Receivable to Seller after which Seller shall be solely responsible for the collection thereof. If Seller requestsBuyer shall not have the right to compromise, settle, or adjust the amounts of any of the Accounts Receivable without Seller's prior written consent. Forty five (45) days after the Closing Date and then on the fifteenth (l5th) day after the close of each preceding month, Buyer also shall promptly return furnish Seller with a list of Accounts Receivable collected during the applicable period accompanied by a payment equal to the amount of such collections, less any salesperson's, agency, and representative commissions applicable thereto that are deducted and paid by Buyer from the proceeds of such collections. Any Accounts Receivable that are not collected during the Collection Period shall be reassigned to Seller any account of Seller that is over 90 days old, and after which Buyer shall have no further obligation to Seller with respect to such account. the Accounts Receivable; provided, however, that all funds subsequently received by Buyer shall transmit all monies collected (without time limitation) that can be specifically identified, whether by accompanying invoice or otherwise, as a payment on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer Accounts Receivable shall be relieved of all responsibility for, paid over or forwarded 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Collection of Accounts Receivable. At Closing(a) Lucent acknowledges on behalf of itself and each other member of the Lucent Group that it is aware that the Retained Receivables are Excluded Assets and that certain Persons that are account debtors with respect to accounts receivables included in the Lucent Assets (or that in the future may otherwise become payable to a member of the Lucent Group) are also account debtors with respect to the Retained Receivables. Lucent agrees that from and after the date hereof and prior to December 31, Seller 1997, unless otherwise specifically directed by AT&T, Lucent, as agent for AT&T, will deliver Sellertake all commercially reasonable steps consistent with the Lucent Business's existing current practices to service and collect the Retained Receivables. AT&T and S&T will cooperate to establish as promptly as practicable mutually acceptable operational procedures. In addition, Lucent will use all reasonable best efforts to satisfy any conditions to the payment of any Retained Receivables and to fulfill all obligations to 59 the applicable account debtors related to such Retained Receivables; provided, however that if, in order to collect any Retained Receivables, Lucent is required to engage a collection agency or to institute legal proceedings or any other Action it shall be entitled to be reimbursed for its reasonable out-of-pocket costs and expenses incurred in connection therewith. After December 31, 1997, the parties will negotiate in good faith with respect to the final disposition of any then outstanding Retained Receivables. (b) Any payment made by an account debtor to Lucent or any member of the Lucent Group with respect to an account receivable shall be applied to the Retained Receivables (and paid over to AT&T in accordance with this Section 7.2) before they are applied to any other account receivable whenever arising for such account debtor (regardless of the respective dates of such accounts receivable on or of any specific notation to the Accounts contrary by the applicable account debtor), unless the applicable account debtor specifies that such payment shall be applied to another account payable of such account debtor that (i) arose from an order placed after the date of this Agreement and (ii) is both due and paid prior to the first due date of any Retained Receivable Listor any other account receivable of such account debtor. Such Accounts Receivable List will be used by Buyer for purposes (c) Each of AT&T and Lucent shall deliver to the other such schedules and other information with respect to the Retained Receivables and the accounts receivables included in the Lucent Assets as each shall reasonably request from time to time in order to permit such parties to reconcile their respective records and to monitor the collection only for the period of one hundred twenty all accounts receivable (120) days immediately following Closing (the "Collection Period"whether Lucent Assets or Retained Receivables). Acting Each of Lucent and AT&T shall afford the other reasonable access to its books and records relating to any accounts receivable. Without limiting the foregoing, Lucent shall at all times maintain the ability to provide to AT&T promptly upon request a true and complete schedule of all Retained Receivables due and owing as Seller's agentof the end of the prior month. (d) By the 15th day of each month (or if such day is not a business day, during by the Collection Period Buyer shall have the exclusive right next business day), Lucent hereby irrevocably agrees to and shall make commercially reasonable efforts pay over, or cause to collect Seller's accounts receivable listed on the Accounts Receivable Listbe paid over, but shall not be required in immediately available funds to expend AT&T, at no cost or advance charge to AT&T or any of its fundsAffiliates (other than any member of the Lucent Group), any and all amounts which were received (or deemed received in accordance with Section 7.2(b)) during the immediately preceding month by any member of the Lucent Group in respect of the Retained Receivables. Any such amounts not paid over to locate AT&T by the date specified in the first sentence of this Section 7.2(d) shall bear interest at the Prime Rate plus 2% per annum. (e) Nothing in this Agreement or any debtorAncillary Agreement shall be construed to grant to any member of the Lucent Group any right, title or interest in any Retained Receivable and no member of the Lucent Group shall have any right or power to, and no member of the Lucent Group shall, grant or suffer to institute exist any right of set off, lien or defend any suitother Security Interest in any Retained Receivables or proceeds thereof. Lucent will not, actionand it will not permit any member of the Lucent Group to, extend or otherwise change the amount or other terms of payment of any Retained Receivable, unless Lucent shall have paid to AT&T an amount equal to the full amount of such Retained Receivable. Lucent hereby irrevocably and unconditionally agrees that it shall not assert (and it shall not permit any member of the Lucent Group to assert) any offsets, claims, counterclaims or defenses in respect of the Retained Receivables or its obligations to pay over any such Retained Receivables to AT&T hereunder (whether existing on the date hereof or arising hereafter and whether or not relating to the transactions contemplated by this Agreement, any Ancillary Agreement or otherwise). 60 (f) AT&T shall retain the right to collect or seek to collect in such manner as it may in its sole discretion determine all or any portion of the Retained Receivables. (g) Lucent hereby represents and warrants to AT&T that each Retained Receivable constitutes a legal, valid and binding obligation of the applicable account debtor enforceable against such account debtor in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors' rights generally, and is not subject to any Security Interest or any other lien, claim, defense or counterclaim in any legal right of set-off. (h) On or equitable proceeding. Under no circumstances prior to February 15, 1996, Lucent shall Buyer be required deliver 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 account receivable, in which case Buyer shall promptly notify Seller of such designation or contest AT&T a true and return to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end correct list of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer Retained Receivables in such form as AT&T shall be relieved reasonably request. Such list shall specify the face amount of all responsibility for, or to attempt collection of, Seller's accounts receivable, each Retained Receivable and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration a summary of the Collection Periodtotal Retained Receivables, Buyer will make final payment to Seller of including the amounts collected on Seller's accounts allocations thereof among the Lucent business units, the applicable credit loss reserve thereon and such other information as AT&T shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingreasonably request. 7.3.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Lucent Technologies Inc)
Collection of Accounts Receivable. At Closing, Seller will shall deliver Seller's existing accounts receivable on to Buyer not later than five (5) business days after the TBA Date a complete and detailed statement of all Accounts Receivable Listas of the TBA Date, showing the name, amount and age of each account. Such Accounts Receivable List will be used by Buyer for purposes of collection only for During the period from the TBA Date through the end of one hundred twenty the sixth successive calendar month (120excluding the calendar month during which the TBA Date occurs) days immediately following Closing (the "Collection Period"). Acting as , 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's agent, during (iii) on or before the fifth business day following the end of each calendar month in the Collection Period Buyer shall have furnish Seller with a list of the exclusive right amounts collected during such calendar month with respect to the Accounts Receivable, and (iv) Buyer shall make commercially reasonable efforts remit to collect Seller's accounts receivable listed , 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 Listthat have not previously been remitted to Seller, but net of any commissions paid or payable with respect thereto. Seller shall not be required entitled to expend or 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 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 payment from any customer of Buyer that is an account debtor for an account that is liable under any of Seller on the Accounts Receivable List and with whom Buyer continues to sell advertising time on the Station, or otherwise maintains a business relationship, Buyer shall first credit the payment in full to any outstanding Account Receivable balance for such account unless Seller directs otherwise or unless the account debtor indicates that there is a dispute in which case the payment shall be applied first to undisputed items. Following the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility forhave no further obligations under this Section 6.11, or except that Buyer shall immediately pay over to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection of any balances due on such accountsamounts subsequently paid to it with respect to any Accounts Receivable. Within twenty (20) days after expiration of Following the Collection Period, Seller may pursue collection of all Accounts Receivable. Buyer will make final shall have no right to set-off any amounts collected for Accounts Receivable for any amounts owed to Buyer by Seller. If Buyer remits to Seller hereunder any Accounts Receivable paid by NBC which are based on estimates and it is subsequently determined that Seller was not entitled to the entire amount of such payment, Seller shall immediately return to Buyer for payment to NBC the excess amount. The obligation of Seller of in the amounts collected on Seller's accounts and previous sentence shall return not be subject to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingBasket.
Appears in 1 contract
Collection of Accounts Receivable. At From and after the Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will Tildxx xxxll be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right entitled to retain and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, but shall not be required to expend or advance any exercise all of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim rights in any legal or equitable proceedingthe Excluded Accounts Receivable. 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 is an account debtor for an account of Seller on the Accounts Receivable List CRA shall be applied first entitled to all payments in respect of the Seller's account on such listPurchased Assets (including the Purchased Accounts Receivable) and in that regard Tildxx xxxeby irrevocably constitutes and appoints CRA, unless such customer shall designate some other application from and after the Closing, its true and lawful attorney-in-fact, with full power of such payment or shall contest the account receivablesubstitution, in which case Buyer shall promptly notify Seller its name, place and stead to endorse the name of such designation or contest Tildxx xx any checks and return to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation other remittances received as payments with respect to the Purchased Assets and to perform all other acts necessary or desirable to collect such accountpayments. Buyer shall transmit all monies collected on Seller's accounts receivable Tildxx xxxeby grants to Seller within fifteen (15) days CRA the full and irrevocable right, from and after the end Closing, to use the current letterhead of each month Tildxx xx order to collect any payments with respect to the Purchased Assets. CRA shall provide reasonable assistance to Tildxx xx the processing of documentation related to the billing and collection of Excluded Accounts Receivable in the ordinary course of business. In no event will CRA have any obligation to pursue any non-routine activities with respect to any Excluded Account Receivable such as litigation or other enforcement action to collect it. In the event CRA or Tildxx xxxeives a payment from a client which the other is entitled to keep pursuant to the provisions of this Section 2.2.2, then the party receiving such payment shall promptly, within five days of the receipt of such payment, pay over such payment to the party entitled to keep the payment. In the event CRA or Tildxx xxxeives payment from a client and such payment does not reference a specific invoice number, then in that event the payment shall be deemed to apply to the longest outstanding unpaid invoice or invoices for such client. In addition to its obligations set forth above in this Section 2.2.2, Tildxx xxxees that it will, forthwith after receipt, transfer and deliver to CRA any property that Tildxx xxx receive in respect of any of the Purchased Assets and any mail or other documents received by Tildxx xxxating to any of the Purchased Assets or Assumed Liabilities transferred to CRA hereunder, such property, mail and documents to be delivered in the form and condition in which such monies are collectedreceived, except for the opening of any envelope or package. Upon expiration CRA agrees that it will, forthwith after receipt, transfer and deliver to Tildxx xxx property that CRA may receive in respect of any of the Collection PeriodExcluded Assets and any mail or other documents received by CRA relating to any of the Excluded Assets, Buyer shall such property, mail and documents to be relieved of all responsibility fordelivered in the form and condition in which received, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible except for collection the opening of any balances due on such accountsenvelope or package. Within twenty (20) days after expiration of CRA hereby grants to Tildxx xxx full and irrevocable right to use the Collection Period, Buyer will make final payment names "Tildxx" xxd "The Tildxx Xxxup" in order to Seller of collect the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingExcluded Accounts Receivable.
Appears in 1 contract
Samples: Asset Purchase Agreement (Charles River Associates Inc)
Collection of Accounts Receivable. At Upon and after the Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Purchaser shall have the exclusive right and authority to collect all Receivables transferred to Purchaser pursuant to this Agreement and to endorse the name of EHGI on any checks received on account of any such Receivables. ESI and EHGI shall promptly transfer and deliver to Purchaser any cash, checks or other property which ESI and EHGI may receive in respect of such accounts after the Closing Date. ESI and EHGI will cooperate with Purchaser, at its reasonable request, on and after the Closing Date in endeavoring to collect all Receivables transferred to Purchaser by furnishing, at Purchaser's cost and expense, such information, testimony and other assistance as Purchaser may reasonably require in connection with collection of such accounts. Payments received from customers in respect of any Receivables shall be applied to the oldest outstanding Receivable from such customer, unless such customer, acting on its own volition, specifically identifies such payment to a particular Receivable, in which case such payment shall be applied to the specified Receivable. Purchaser hereby agrees not to coerce or suggest, directly or indirectly, in any way, to any customer that they identify any payment to a particular Receivable, and in the event of any such coercion or suggestion Purchaser agrees to make a credit to ESI or EHGI, for any Receivables put to ESI or EHGI as provided below, in an amount equal to five times the amount of that Receivable. Purchaser shall use commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, Receivables (but shall not be required obligated hereunder to expend or advance bring any action to collect any Receivables) but if it shall fail to collect the full amount 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 is an account debtor for an account of Seller on the Accounts such Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) 180 days after the end Closing Date, Purchaser shall have the right to put such Receivable to EHGI (or ESI, if EHGI is no longer in existence), whereupon ESI or EHGI (as applicable) shall repurchase such Receivable from Purchaser at the face amount thereof; provided, however, that ESI or EHGI (as applicable) shall not have any obligation to repurchase any Receivables until the aggregate amount of each month Receivables which Purchaser has a right to, and has elected to, put to ESI or EHGI (as applicable) exceeds the amount of any reserve for such Receivables as of the Closing Date and then only to the extent of such excess. Any such put right must be exercised on or before 360 days after the Closing Date unless extended in writing by ESI. Notwithstanding the foregoing, Purchaser shall not have the right to put to ESI or EHGI (as applicable) any Receivable which such monies are collectedPurchaser has compromised or settled or agreed to accept payment at less than the face amount thereof in full satisfaction thereof or otherwise given a credit in respect thereof. Upon expiration a put of the Collection Perioda receivable to ESI or EHGI, Buyer shall be relieved of Purchaser will cooperate with ESI or EHGI, at its reasonable request, in endeavoring to collect all responsibility forReceivables put to ESI or EHGI by furnishing, at ESI or to attempt collection ofEHGI's cost and expense, Seller's accounts receivablesuch information, testimony and thereafter Seller alone shall be responsible for other assistance as ESI or EHGI may reasonably require in connection with collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Collection of Accounts Receivable. At or within five days after the Closing, Seller will the Sellers shall deliver Seller's existing accounts receivable to the Buyer a schedule of Accounts Receivable. During the 120 day period commencing on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing Date (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make use commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable Listas agent for, but shall not be required and on behalf of, the Sellers. In determining the amounts collected by the Buyer with respect to expend or advance the Accounts Receivable (the "Collections") 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 amount collected by the 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 is an account debtor for that has an account of Seller on amount due with respect to the Accounts Receivable List (regardless of whether the Buyer also has an account receivable from that account debtor) shall be applied first credited against the Accounts Receivable except to the Seller's account on such list, unless such customer shall designate some other application extent that a legitimate dispute exists with respect to a particular item included in the Accounts Receivable and the Buyer promptly notifies the Sellers of such payment or shall contest dispute. Within 15 days after the account receivableend of each broadcast month during the Collection Period, in which case the Buyer shall promptly notify Seller deliver to BPH, on behalf of the Sellers, (i) a statement or report (the "Monthly Collection Report") showing all Collections during such designation broadcast month, (ii) a wire transfer in an amount equal to the aggregate amount of the Collections during such broadcast month, and (iii) all records of uncollected Accounts Receivable. Within 15 days after the end of the Collection Period, the Buyer shall deliver to BPH on behalf of the Sellers, (i) a final statement or contest report showing all Collections made during the Collection Period, (ii) a wire transfer in an amount equal to any remaining Collections which had not been previously remitted to the Sellers, and return to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account (iii) all records of Seller that is over 90 days olduncollected Accounts Receivable, and Buyer shall have no further obligation obligations with respect to such accountthereto. The Buyer shall transmit not agree to any settlement, discount or reduction of any Account Receivable without the prior written consent of the Sellers. The Buyer shall also promptly remit to BPH on a monthly basis all monies collected on Seller's accounts receivable to Seller within fifteen (15) days Collections received after the end of each month in which such monies are collected. Upon expiration of the Collection Period, Buyer . The Buyer's collection obligation under this Section 5.5 shall be relieved of all responsibility for, not include any obligation to bring suit 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.take
Appears in 1 contract
Samples: Asset Purchase Agreement (Citadel Communications Corp)
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on It is the intent and agreement of the Parties hereto that Buyer shall be entitled to all income generated from the Acquired Accounts Receivable Listand the contracts. If any Customer, with respect to any account receivable or contract which belongs to the Buyer pays the Seller, the Seller shall remit to the Buyer, within ten (10) days of the receipt thereof by the Seller, all payments so received from such Customer. Seller and the Member shall, at no expense to Buyer, provide such reasonable cooperation and assistance as may be requested by Buyer from time to time to assist with the collection of any amounts due with respect to any of the Acquired Accounts Receivable or any of the contracts to be transferred by Seller to Buyer pursuant to this Agreement. Such cooperation shall include, but not be limited to, reviewing the books and records with respect to any Customer, assisting with communications with any Customer, and appearing as a witness in any legal proceedings relating the collection of any amounts relating to such Acquired Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")or contract. Acting as Seller's agent, during the Collection Period Buyer shall have collect all of the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Acquired Accounts Receivable Listfor its account in accordance with its reasonable business practices and applicable law, but shall not be required to expend bring any action or advance take any of its funds, extraordinary steps to locate collect any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceedingsuch Acquired Accounts Receivable. 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 is an account debtor for an account Any Acquired Accounts Receivable of Seller on not collected by Buyer within ninety (90) days of the Accounts Receivable List shall Closing Date shall, at Buyer’s option, be applied first reassigned to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer may, at its option, (i) request the escrow agent to release from the Escrow Fund (in accordance with the terms of the Escrow Agreement) the amount of such uncollected receivables from the Escrow Fund, if available, or (ii) if the remaining balance of the Escrow Fund is insufficient to cover the amount of such uncollected receivables, then the Buyer may pursue its remedies under Section 9 below; provided, however, that (i) the Seller’s Liability Basket and the Seller’s Liability Cap and (ii) any exceptions set on Schedule 3.19 shall have no further obligation not apply to or limit any of the Buyer’s remedies with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingreceivables.
Appears in 1 contract
Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)
Collection of Accounts Receivable. At the Closing, Seller will deliver shall provide Buyer with a list of its Accounts Receivable as of the Closing Date, including the name, address and amount owed by each Accounts Receivable debtor and the related invoice numbers and other information appropriate to the collection of Seller's existing accounts receivable on Accounts Receivable (the "Accounts Statement"). After the Closing Date, Buyer shall use its Best Efforts to collect for the benefit of Seller the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable ListStatement, but shall not be required obligated to expend commence any Proceeding or retain the services of any third party (e.g., collection agency, attorney, etc.) to collect any of Seller's Accounts Receivable, and shall not offer any discount on any of Seller's Accounts Receivable without the 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 Seller's Accounts Receivable. During the first ninety (90) days after Closing, Seller shall not attempt to collect (and will not commence any Proceeding to collect) any of its funds, to locate Accounts Receivable without the prior consent of Buyer. If following the Closing Buyer receives any debtor, payment 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 remittance from any customer of Buyer that is an account a debtor for an account of Seller reflected on the Accounts Receivable List Statement and which debtor is also a continuing customer of Buyer, then such collection shall first be applied first allocated to the Selleramounts owing from the debtor on the Account Statement and thereafter any excess amounts to such debtor's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingBuyer.
Appears in 1 contract
Collection of Accounts Receivable. At ClosingFor a period of four (4) --------------------------------- months from the Closing Date, except for carrier and reseller Receivables, Buyer shall be responsible for collecting the Receivables of Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentDate, during the Collection Period provided that Buyer shall have the exclusive right not be required by reason of its responsibilities under this Section 2.3, to and shall make commercially reasonable efforts undertake any collection effort other than that which Buyer would otherwise undertake to collect Seller's accounts receivable listed on the Accounts Receivable Listits own receivables, but and provided further that Buyer shall not be required to expend resort to litigation or advance to engage a collection agent to collect the Receivables. Buyer shall promptly remit without offset (except as provided in this Section 2.3) any amount collected in respect of its fundsany Receivable to Seller no less frequently than once every week. Buyer shall deliver to Seller a written report with regard to the collection of such Receivables no less frequently than monthly. In connection with Buyer's collection of the Receivables, no credits shall be granted to locate any account debtors of Seller without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any amount received from a debtor after the Closing Date shall be first applied to the Receivables due from such debtor, or except with respect 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 the Receivable from any customer of Buyer that is an account debtor for an account of Seller on the Accounts Receivable List Intelenet amounts collected shall be applied first to the most recent invoiced amount first. Any Receivable that is not collected within four (4) months following the Closing Date will be returned to Seller's account on such list, unless such customer together with all information and documentation related thereto and Buyer shall designate some other application use its good faith efforts to cooperate with Seller in the collection of such payment or shall contest Receivables. For the account receivableservices of Buyer under this Section 2.3, in which case Buyer shall promptly notify Seller the first $10,000 per month of such designation or contest and return to Seller the account relating to such customer and thereafter collections shall have no further obligation with respect theretobe retained by Buyer. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further right to offset any obligation Seller may have to Buyer against Receivables or any proceeds thereof collected on behalf of Seller. Nothing contained in this Section 2.3 shall prevent Seller from immediately proceeding against Intelenet with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable the amount owed by Intelenet to Seller within fifteen (15) days after the end and upon request of each month in which such monies are collected. Upon expiration of the Collection PeriodSeller, Buyer shall be relieved of all responsibility for, or so long as Intelenet is indebted 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 Collection Period, Buyer will make final payment cease to Seller of provide service to Intelenet. The foregoing shall not preclude Buyer from ceasing to provide services to Intelenet in the amounts collected on Sellerevent that Intelenet fails to pay Buyer for Buyer's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingservices after Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (Primus Telecommunications Group Inc)
Collection of Accounts Receivable. At Following the Closing, Seller Purchaser will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make use commercially reasonable efforts in the ordinary course of business to collect Seller's accounts receivable listed on the Accounts Receivable Listin a manner no less rigorous than the collection efforts used in Purchaser’s own business operations, but shall it will not be required to expend institute legal proceedings or advance hire a collection agent for the purpose of collecting any of its funds, to locate any debtor, or to institute or defend any suit, action, claim, or counterclaim in any legal or equitable proceedingAccounts Receivable. 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 is an account debtor for an account of Seller on the Accounts Receivable List shall All payments will be applied first to the oldest undisputed Accounts Receivable as of the Closing Date and then to receivables arising from sales after the Closing Date. Promptly following the 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 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 for its benefit and may be pursued and collected by Seller or its designees and/or assignees, in Seller's account on such list’s sole discretion, unless such customer but otherwise shall designate some other application be written off and valued at zero for purposes of the final determination of the Net Working Capital hereunder. Following payment of the A/R Adjustment Amount owed to Purchaser hereunder, if Xxxxxxxxx receives any subsequent payment in respect of such payment or shall contest the account receivableAccounts Receivable, in which case Buyer Purchaser shall promptly notify pay over to the Seller such amount, less any directly related costs of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingcollection.
Appears in 1 contract
Collection of Accounts Receivable. At After the Closing, Seller will deliver shall permit Buyer to collect, in the name of the Seller's existing , all receivables and other items which are included in the Purchased Assets and which shall be transferred hereunder, and to endorse with the name of Seller any checks, receivables or other items related to the Business. Seller shall sweep the lockboxes where the accounts receivable are delivered and hold in trust for Buyer, and promptly transfer and deliver to Buyer within two (2) business days after receipt, any cash or other property, which Seller may receive in respect of such receivables or other Purchased Assets. To effectuate the terms and provisions of this Section 8.1, Seller hereby designates and appoints Buyer and its designees or agents as attorney-in-fact, irrevocably and with power of substitution, with authority to receive, open and dispose of all mail related to the Business addressed to Seller; to notify the post office authorities to change the address for delivery of mail related to the Business addressed to Seller to such address as Buyer or its designee or agent may designate; to endorse the name of Seller on any notes, acceptances, checks, drafts, money orders or other evidence of payment of accounts receivables related to the Business or proceeds from the sale of the Purchased Assets that may come into possession of Buyer or its designee or agent; to sign the name of Seller on any invoices, documents, drafts against, notices to account debtors of Seller and assignments and requests for verification of accounts related to the Business; to execute proofs of claim and loss related to the Business; to execute any endorsement, assignments or other instruments of conveyance or transfer related to the Business; to execute releases related to the accounts receivable included in the Purchased Assets; and to do all other acts and things any of them may deem necessary and advisable to realize upon the accounts receivable related to the Business. After expiration of the 90 day collection period specified in Section 4.7 herein, Buyer shall notify Seller of all Accounts Receivable which remain uncollected. Buyer shall have exercised its customary collection practices with respect to the collection of the accounts receivable. Upon receipt of notification along with copies of all pertinent invoices, it shall be the responsibility of Seller to collect such of the receivables as remain uncollected unless otherwise agreed between the parties. Such accounts receivable will be transferred back to Seller and Seller shall promptly reimburse Buyer dollar-for-dollar, net of any specific reserves included in Net Working Capital, for the amount of the receivable(s) transferred back to Seller from Buyer. Correspondingly, in the event that the Accounts Receivable List. Such collected after the Closing by the Buyer exceed the stated value of the net Accounts Receivable List will be used by Buyer for purposes of collection only for at the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agentDate, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 account receivable, in which case Buyer shall promptly notify pay Seller of such designation or contest and return to Seller the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies amounts collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration excess of the 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 stated value of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingnet Accounts Receivable.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Standex International Corp/De/)
Collection of Accounts Receivable. At Closing, (a) Seller will deliver Seller's existing retain all accounts receivable on relating to the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes Hotel accrued as of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"including past due amounts). Acting as Seller's agent, during the Collection Period Buyer and shall have the exclusive right to 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 immediately deliver such instruments to Seller. All moneys collected by Buyer from Seller's Accounts Receivable shall be accounted for and 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 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 make commercially reasonable efforts have no responsibility for, or duty to collect Seller's accounts receivable listed on inquire into, any amounts deducted by the Accounts Receivable Listrespective payers from amounts due Seller as service charges, but offsets or otherwise. Buyer shall not be required to expend or advance take any action to enforce the collection 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 receivableAccounts Receivable. Payments received on an account from A charge of fifteen percent (15%) of the amount collected shall be made by Buyer to Seller for handling the collection of any customer of Buyer that is an account debtor for an account of Seller on the Seller's Accounts Receivable List shall be applied first to the requested by Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on use reasonable efforts to keep proper records showing the results of collection of Seller's accounts receivable Accounts Receivable, which records shall be open to inspection by Seller within fifteen (15) days after the end of each month in which such monies are collectedor its agents at all reasonable times. Upon expiration of the Collection Period, Buyer shall not collect or be relieved authorized to collect any Accounts Receivable of all responsibility for, or Seller unless buyer is specifically requested to attempt do so by Seller. Seller may not institute any action to enforce collection of, in any court of law to collect any unpaid Seller's accounts receivable, Accounts Receivable absent the prior written consent of Buyer which may be withheld in Buyer's sole and thereafter Seller alone absolute discretion. The provisions of this subparagraph shall be responsible for collection of any balances due on such accounts. Within twenty (20) days after expiration of survive the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingClosing.
Appears in 1 contract
Samples: Exhibit 10.6 Purchase Agreement (MTR Gaming Group Inc)
Collection of Accounts Receivable. At Upon and after the Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Purchaser shall have the exclusive right and authority to collect all Receivables transferred to Purchaser pursuant to this Agreement and to endorse the name of EHGI on any checks received on account of any such Receivables. ESI and EHGI shall promptly transfer and deliver to Purchaser any cash, checks or other property which ESI and EHGI may receive in respect of such accounts after the Closing Date. ESI and EHGI will cooperate with Purchaser, at its reasonable request, on and after the Closing Date in endeavoring to collect all Receivables transferred to Purchaser by furnishing, at Purchaser's cost and expense, such information, testimony and other assistance as Purchaser may reasonably require in connection with collection of such accounts. Payments received from customers in respect of any Receivables shall be applied to the oldest outstanding Receivable from such customer, unless such customer, acting on its own volition, specifically identifies such payment to a particular Receivable, in which case such payment shall be applied to the specified Receivable. Purchaser hereby agrees not to coerce or suggest, directly or indirectly, in any way, to any customer that they identify any payment to a particular Receivable, and in the event of any such coercion or suggestion Purchaser agrees to make a credit to ESI or EHGI, for any Receivables put to ESI or EHGI as provided below, in an amount equal to five times the amount of that Receivable. Purchaser shall use commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, Receivables (but shall not be required obligated hereunder to expend or advance bring any action to collect any Receivables) but if it shall fall to collect the full amount 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 is an account debtor for an account of Seller on the Accounts such Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) 180 days after the end Closing Date, Purchaser shall have the right to put such Receivable to EHGI (or ESI, if EHGI is no longer in existence), whereupon ESI or EHGI (as applicable) shall repurchase such Receivable from Purchaser at the face amount thereof; provided, however, that ESI or EHGI (as applicable) shall not have any obligation to repurchase any Receivables until the aggregate amount of each month Receivables which Purchaser has a right to, and has elected to, put to ESI or EHGI (as applicable) exceeds the amount of any reserve for such Receivables as of the Closing Date and then only to the extent of such excess. Any such put right must be exercised on or before 360 days after the Closing Date unless extended in writing by ESI. Notwithstanding the foregoing, Purchaser shall not have the right to put to ESI or EHGI (as applicable) any Receivable which such monies are collectedPurchaser has compromised or settled or agreed to accept payment at less than the face amount thereof in full satisfaction thereof or otherwise given a credit in respect thereof. Upon expiration a put of the Collection Perioda receivable to ESI or EHGI, Buyer shall be relieved of Purchaser will cooperate with ESI or EHGI, at its reasonable request, in endeavoring to collect all responsibility forReceivables put to ESI or EHGI by furnishing, at ESI or to attempt collection ofEHGI's cost and expense, Seller's accounts receivablesuch information, testimony and thereafter Seller alone shall be responsible for other assistance as ESI or EHGI may reasonably require in connection with collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Samples: Verso Technologies Inc
Collection of Accounts Receivable. At Closing, Seller will deliver Seller's existing accounts receivable on 6.1 For a period at three (3) months after the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing Date (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer ) BUYER shall have the exclusive right to and shall make commercially use its reasonable best efforts to collect Seller's accounts receivable listed on the Accounts Receivable ListReceivable. BUYER may, but shall not be required to expend or advance any of its fundsobligated to, 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 use a collection agency or facility commence legal actions in collecting Sellerconnection with such collection efforts. BUYER shall maintain complete records of all customer payments received by BUYER. During the Collection Period, authorized representatives of PC DYNAMICS shall have reasonable access to BUYER's premises, credit personnel and accounts receivable. Payments received on an account from any customer receivable records, including without limitation, bank deposits and cash receipts information, for the purpose of Buyer that is an account debtor for an account of Seller on monitoring BUYER's collection procedure with respect to the Accounts Receivable List and consulting with BUYER concerning such procedure. PC DYNAMICS may, but shall not be applied first obligated to, use a collection agency or commence legal actions in an effort to collect the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest Accounts Receivable during the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return Collection Period upon reasonable notice to Seller the account relating to such customer and thereafter shall have no further obligation with respect theretoBUYER. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen Within ten (1510) business days after the end of each month in which during the Collection Period, BUYER shall furnish to PC DYNAMICS a statement setting forth the Accounts Receivable showing the aging thereof as of the end of such monies are collectedmonth. Upon Promptly after the expiration of the Collection Period, Buyer BUYER shall be relieved advise PC DYNAMICS of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection those Accounts Receivable which have not been collected as of any balances due on such accounts. Within twenty (20) days after expiration the end of the Collection Period, Buyer will make final payment Period which BUYER wishes PC DYNAMICS to Seller 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 book value of the amounts Accounts Receivable as set forth Schedule 3 after deducting the aggregate amount collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of by BUYER during the accounts outstandingCollection Period.
Appears in 1 contract
Samples: Agreement (Espos Inc)
Collection of Accounts Receivable. (a) At the Closing, Seller will 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 Accounts Receivable. Xxxxxxx shall deliver Seller's existing accounts receivable to CBS, on or immediately after the Closing Date, a complete and detailed statement of the Accounts Receivable. CBS shall make reasonable efforts to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for during the period of one hundred twenty (120) days immediately following Closing (the "Collection Period")) beginning at the Effective Time and ending on the last day of the fifth full calendar month following the Closing Date. Acting Any payment received by CBS (i) at any time following the Effective Time, (ii) from a customer of the Station after the Effective Time who was also a customer of the Station prior to the Effective Time and (iii) which is not designated as Seller's agenta payment of a particular invoice or invoices or as a security deposit or other prepayment, during shall be presumptively applied to the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on 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 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 List, 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 a collection agency or facility in collecting Seller's accounts receivableto an attorney for collection. Payments received on an account from CBS shall incur no liability to Xxxxxxx for any customer of Buyer that is an account debtor for an account of Seller on the collected or uncollected Accounts Receivable List shall 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 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 obligation with respect theretoReceivable. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days old, and Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of During the Collection Period, Buyer neither Xxxxxxx nor its agents, without the consent of CBS, shall be relieved make any direct solicitation of all responsibility for, or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible any customers owing the Accounts Receivable for collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingpurposes.
Appears in 1 contract
Collection of Accounts Receivable. At All Accounts Receivable, if any, outstanding as of the Adjustment Time shall be identified in a report to be provided by Sellers to Buyer as soon as practicable following the Closing. Sellers hereby assign to Buyer the Accounts Receivable, Seller will deliver Seller's existing accounts receivable effective upon the Adjustment Time, solely for the collection thereof. For a period of 90 days after the Closing Date, 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 Accounts Receivable List. Such Accounts Receivable List will be used to the debtor’s oldest invoice not in dispute first (except that any such amounts collected by Buyer for purposes of collection only from persons who are also indebted to Buyer for the period purchase of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed advertising time on the Accounts Receivable List, but shall not Stations may be required applied to expend or advance any Buyer’s account where there is a preexisting bona fide dispute between Sellers and such account debtor with respect to all 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 obligation with respect thereto. If Seller requests, Buyer also shall promptly return to Seller any account of Seller that is over 90 days oldinvoices), and Buyer shall have no further obligation with respect provide to such account. Buyer Sellers an aging report and a collections report and shall transmit all monies pay Sellers the full amount collected on Seller's accounts receivable to Seller the Accounts Receivable, net of commissions, within fifteen (15) days after the end of each calendar month in which such monies are collectedduring the above-mentioned 90 day period. Upon expiration Any of the Collection Period, Buyer Accounts Receivable remaining uncollected at the end of such 90 day period shall be relieved re-assigned to Sellers for collection. All accounts receivable arising out of all responsibility for, or to attempt collection of, Seller's accounts receivable, the conduct of the business and thereafter Seller alone operation of the Stations after the Adjustment Time shall be responsible for collection and remain the property of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingBuyer.
Appears in 1 contract
Samples: Option Agreement (Cox Radio Inc)
Collection of Accounts Receivable. At ClosingLicensee hereby assigns to --------------------------------- Programmer, Seller will deliver Seller's existing for the purpose of collection only, the accounts receivable of each of the Stations owing to Licensee as of the close of business on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for day before the period of one hundred twenty TBA Commencement Date (120) days immediately following Closing (the such accounts receivable being called "Collection PeriodLicensee Receivables"). Acting During the Term of this Agreement, Programmer will endeavor to collect such Licensee Receivables, as Selleragent for Licensee and on Licensee's agentbehalf, but in accordance with Programmer's normal collection procedures as in effect from time to time (and without being required to resort to litigation or collection proceedings), and Licensee agrees that during such period of time it shall refrain from taking any action (whether in connection with collection or otherwise) in respect of the Licensee Receivables. Programmer shall have the right and authority to endorse, without recourse, with the name of Licensee, any checks received in respect of any Licensee Receivables. Programmer shall not have the right to compromise, settle or adjust the amounts of any Licensee Receivable without Licensee's prior written consent. As soon as practicable, but in no event later than the 30th day of each calendar month beginning with the end of the first full month after the TBA Commencement Date or the next business day thereafter if the 30th is not a business day, Programmer will furnish Licensee with an accounting of the Licensee Receivables collected during the preceding calendar month, and, on such day Programmer shall remit to Licensee the net amount of all Licensee Receivables collected on Licensee's behalf by Programmer during such calendar month after deducting therefrom any applicable agency, sales and other commissions which shall be paid by Programmer as set forth below. Licensee acknowledges and agrees that all accounts receivable of any of the Stations that are earned from and after the TBA Commencement Date are the sole and exclusive property of Programmer. Programmer shall not be obligated to use any extraordinary efforts, retain counsel or a collection agency to collect any Licensee Receivable. To the extent that any amounts are received by Programmer from an obligor on both a Licensee Receivable and any other Station receivable of Programmer, such amounts, unless specifically allocated by the obligor, shall be allocated to payment of the oldest of such receivables first. Upon the earlier of (i) termination of this Agreement other than due to consummation of the APA, or (ii) 120 days after the Closing Date, Programmer will turn back to Licensee all of the Licensee Receivables of each of the Stations owing to Licensee which have not yet been collected (including all records and documents of each of the Stations relating to such uncollected accounts), and Programmer will thereafter have no further responsibility with respect to the collection of such Licensee Receivables, provided, however, that any funds received by Programmer subsequent to the Collection Period Buyer shall have the exclusive right on account of any Licensee Receivables paid or payable to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List Licensee shall be applied first remitted to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller Licensee within fifteen five (155) business days after the end receipt of each month in which such monies are collected. Upon expiration of the 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 accountsfunds. Within twenty (20) business days after expiration of Programmer turns back the Collection PeriodLicensee Receivables pursuant to this Section, Buyer Programmer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together furnish Licensee with a final statement and up-to-date accounting of the accounts outstandingLicensee Receivables. Licensee acknowledges and agrees that Programmer is acting as collection agent hereunder for the benefit of Licensee (but subject to the limitations set forth herein) and that Programmer has accepted such responsibility for the accommodation of Licensee. Licensee shall remain responsible for all agencies, sales and other commissions and related payroll and other taxes and withholdings associated with or arising out of any of the Licensee Receivables and to the extent the same have not been paid by Licensee, during the period Programmer is collecting the Licensee Receivables, Programmer shall deduct the amount of such commissions and taxes from the amount to be remitted to Licensee and pay such amounts in accordance with Licensee's past customary practice.
Appears in 1 contract
Samples: Time Brokerage Agreement (Beasley Broadcast Group Inc)
Collection of Accounts Receivable. At the Closing, Seller the Sellers will deliver Seller's existing turn over to the Buyers, for collection only, the accounts receivable of the Stations owing to the Sellers as of the close of business on the Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes the 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 only for 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) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but 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 be required to expend or advance knowingly encourage 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 is an account debtor for an account of Seller to dispute any amounts outstanding on the Accounts Receivable List Closing Date. In the case of such a disputed account, the Buyers shall be applied first immediately return the account to the Seller's Sellers prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account on such listto the Sellers, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for their collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. If Seller requestsAt the end of the 120-day period following the Closing Date, Buyer also shall promptly return the Buyers will turn back to Seller any account the Sellers all of Seller that is over 90 days oldthe accounts receivable of the Stations as of the Closing Date owing to the Sellers which have not yet been collected (including all records and documents of the Stations relating to such uncollected accounts), and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Sellers reasonable access to the accounts receivable "aging list." The Sellers acknowledges and agree that the Buyers are acting as collection agent hereunder for the sole benefit of the Sellers and that Buyers have accepted such responsibility for the accommodation of the Sellers. The Buyers shall not have any duty to Seller within fifteen 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 Sellers shall indemnify Buyers and hold them harmless from and against any judgments, expenses (15including attorney's fees) days after costs or liabilities which the end Buyers may incur or sustain as a result of each or by reason of such collection 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 monies are collected. Upon expiration cash payments in satisfaction of accounts payable, and such amounts shall be deducted from the amounts due Sellers as a result of the 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 accounts receivable owing to the Sellers as of the Collection Period, Buyer will make final payment to Seller close of business on the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of day before the accounts outstanding.Closing Date
Appears in 1 contract
Collection of Accounts Receivable. At Upon and after the Closing, Seller will deliver Seller's existing accounts receivable on the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer Purchaser shall have the exclusive right and authority to collect all Receivables transferred to Purchaser pursuant to this Agreement and to endorse the name of EGI on any checks received on account of any such Receivables. Seller shall promptly transfer and deliver to Purchaser any cash, checks or other property which EGI may receive in respect of such accounts after the Closing Date. Seller will cooperate with Purchaser, at its reasonable request, on and after the Closing Date in endeavoring to collect all Receivables transferred to Purchaser by furnishing, at Purchaser's cost and expense, such information, testimony and other assistance as Purchaser may reasonably require in connection with collection of such accounts. Payments received from customers in respect of any Receivables shall be applied to the oldest outstanding Receivable from such customer, unless such customer, acting on its own volition, specifically identifies such payment to a particular Receivable, in which case such payment shall be applied to the specified Receivable. Purchaser hereby agrees not to coerce or suggest, directly or indirectly, in any way, to any customer that they identify any payment to a particular Receivable, and in the event of any such coercion or suggestion Purchaser agrees to make a credit to EGI, for any Receivables put to EGI as provided below, in an amount equal to five times the amount of that Receivable. Purchaser shall use commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, Receivables (but shall not be required obligated hereunder to expend or advance bring any action to collect any Receivables) but if it shall fail to collect the full amount of its fundsany such Receivable within 180 days after the Closing Date, Purchaser shall have the right to locate put such Receivable to Seller, whereupon Seller shall repurchase such Receivable from Purchaser at the face amount thereof; provided, however, that Seller shall not have any debtorobligation to repurchase any Receivables until the aggregate amount of Receivables which Purchaser has a right to, or and has elected to, put to institute or defend Seller exceeds the amount of 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 is an account debtor reserve for an account of Seller such Receivables reflected on the Accounts Receivable List shall be applied first September 30, 2000 balance sheet previously delivered to Purchaser (or, if delivered pursuant to Section 7.1(8) above, the balance sheet as at the date provided therein), and then only to the Seller's account on such list, unless such customer shall designate some other application extent of such payment excess. Any such put right must be exercised on or before 360 days after the Closing Date unless extended in writing by Seller. Notwithstanding the foregoing, Purchaser shall contest not have the account receivable, in which case Buyer shall promptly notify Seller of such designation or contest and return right to Seller the account relating to such customer and thereafter shall have no further obligation with respect thereto. If Seller requests, Buyer also shall promptly return put to Seller any account Receivable which Purchaser has compromised or settled or agreed to accept payment at less than the face amount thereof in full satisfaction thereof or otherwise given a credit in respect thereof. Upon a put of Seller that is over 90 days olda receivable to EGI, and Buyer shall have no further obligation Purchaser will cooperate with respect Seller, at its reasonable request, in endeavoring to such account. Buyer shall transmit collect all monies collected on Receivables put to EGI by furnishing, at Seller's accounts receivable to cost and expense, such information, testimony and other assistance as Seller within fifteen (15) days after the end of each month may reasonably require in which such monies are collected. Upon expiration of the 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 connection with collection of any balances due on such accounts. Within twenty (20) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstanding.
Appears in 1 contract
Samples: Agreement (Aremissoft Corp /De/)
Collection of Accounts Receivable. At the Closing, Seller the Sellers will deliver Seller's existing accounts receivable on to the Buyer a schedule of Accounts Receivable. The Buyer agrees to use commercially reasonable efforts to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer for purposes of collection only for the period benefit of the Sellers. Prior to the Closing, the Sellers shall collect the Accounts Receivable, and from the Closing Date through the one hundred twenty (120) days immediately day period following Closing the Effective Time (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have collect the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on cash proceeds from the Accounts Receivable List, but shall not be required (the "Collections"). Any Collections with respect 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 is an account debtor for an account of Seller on the Accounts Receivable List of the Sellers shall 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 credited against the account receivable, of the payor in which case Buyer shall promptly notify Seller of the order such designation or contest and return to Seller receivables were invoiced by the account relating to such customer and thereafter shall have no further 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 Buyer shall have no further obligation Sellers unless a legitimate dispute exists with respect to a particular account and the Buyer promptly notifies the Sellers of such accountdispute. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within Within fifteen (15) days after the end of each broadcast month during the Collection Period, the Buyer 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 which an amount equal to the aggregate amount of the Collections during such monies are collectedbroadcast month, and (iii) all records of uncollected Accounts Receivable. Upon expiration Within fifteen (15) days after the end of the Collection Period, the Buyer shall be relieved of deliver to the Sellers (i) a final statement or report showing 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 Collections made during the Collection Period, (ii) a wire transfer in an amount equal to any remaining Collections which had not been previously remitted to the Sellers, and (iii) all records of uncollected Accounts Receivable and Buyer will make final payment shall have no further obligations with respect thereto. The Buyer shall not agree to Seller any settlement, discount or reduction of any Account Receivable without the prior written consent of the amounts collected Sellers. The Buyer shall also promptly remit to the Sellers on Sellera monthly basis all Collections received after the Collection Period. The Buyer's accounts and collection obligation under this Section 5.5 shall return not include any obligation to Seller each then uncollected Seller's account together with a final statement bring suit or take other legal action for the collection of the accounts outstandingAccounts Receivable. The Buyer shall not assign, pledge or grant a security interest in any of the Accounts Receivable to any third party or claim a security interest or right in and to any of the Accounts Receivable and payment of the Collections shall not be subject to set-off.
Appears in 1 contract
Collection of Accounts Receivable. At The accounts receivable of Seller for the sale of advertising time on the Stations are not included among the Stations Assets. Nevertheless, at Closing, Seller will deliver shall supply RBI with a list of Seller's existing accounts receivable on as of the Closing Date (the "Accounts"), and RBI shall use such efforts as are reasonable and in the ordinary course of business to collect the Accounts Receivable List. Such Accounts Receivable List will be used by Buyer on Seller's behalf for purposes of collection only for the a period of one hundred twenty ninety (12090) days immediately following from the Closing Date (the "Collection Period"). Acting 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, Seller shall not solicit any monies from an account debtor who, after Closing, continues to do business with the Stations, provided that during such period Seller may act to preserve its rights against a bankrupt debtor or commence suit or otherwise take action against any debtor that disputes the amount of, or liability for, an Account. If Seller receives a payment from an account debtor during the Collection Period, it shall so notify RBI. RBI may endorse and deposit in its own name and collect any and all checks and other instruments for the payment of money that RBI may receive in payment of Accounts. RBI shall receive no remuneration for its services and shall not be liable for non-collection, or failure of any such collection, except due to its own gross negligence or intentional misconduct. Upon termination of its duties hereunder, RBI shall deliver to Seller all of its 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 RBI on account of Seller's agentAccounts shall be remitted in full to Seller by the 15th day of each month following the month during which such collections occurred. Buyer shall deliver to Seller an accounting showing the amount it received during each monthly period on each account. If both Seller and RBI are entitled to accounts receivable from the same account debtor, all payments received during the Collection Period Buyer shall have the exclusive right be first applied to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an such account debtor for an account of Seller on until the Accounts Receivable List shall be applied first to the Seller's account on such listsame are paid in full, unless such customer account debtor has disputed such account receivable in writing to the Seller or has specifically indicated payment is intended to be to its account with RBI, in which event RBI shall designate some other application of such be entitled to apply the payment or shall contest made by the account debtor to RBI's account receivable, in which case Buyer but RBI shall promptly notify Seller of such designation or contest and immediately return the disputed account to Seller for collection. At the account relating to such customer conclusion of the Collection Period and after remittance of all amounts collected, RBI will thereafter shall have no further 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 Buyer shall have no further obligation responsibility with respect to the collection of the Accounts, and RBI may apply all collections received by RBI from any Account party who continues business with RBI to obligations owing to RBI, except for any payment received by RBI which such accountAccount party specifies is for amounts owed to Seller, in which event such specified amounts shall be paid over to Seller. Buyer RBI shall transmit all monies collected on not have the right to compromise, settle or adjust the amounts of any one of the Accounts without Seller's prior written consent. Seller shall promptly pay all sales commissions relating to all of its accounts receivable to whenever Seller within fifteen (15) days after the end of each month in which such monies are collected. Upon expiration of the 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 Collection Period, Buyer will make final receives payment to Seller of the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingthereon.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regent Communications Inc)
Collection of Accounts Receivable. At ClosingOn or prior to the Merger Date, Seller will Parent and Subsidiary shall deliver Seller's existing accounts receivable to the Company and Amari a list of all Accounts Receivable of the Company, which do not meet the 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 List. Such which Parent and Subsidiary elected to include as Collectible Accounts Receivable List in accordance with this Section 7.10 (and which will be used by Buyer 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 OTR Series Joint Venture shall be deemed not to be a Collectible Accounts Receivable for purposes of collection only for the this Agreement. For a period of one hundred twenty (120) days immediately following Closing (the "Collection Period"). Acting as Seller's agent, during the Collection Period Buyer shall have the exclusive right to and shall make commercially reasonable efforts to collect Seller's accounts receivable listed on the Accounts Receivable List, 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 is an account debtor for an account of Seller on the Accounts Receivable List shall 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 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 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 Buyer shall have no further obligation with respect to such account. Buyer shall transmit all monies collected on Seller's accounts receivable to Seller within fifteen (15) 180 days after the end Merger Date, Subsidiary shall act as Amari's agent for purposes of each month in collecting monies from any Accounts Receivable which such monies are collected. Upon expiration of the Collection Period, Buyer shall be relieved of all responsibility fornot, or which are not deemed to attempt collection ofbe, Seller's accounts receivable, Collectible Accounts Receivable and thereafter Seller alone shall be responsible for collection of any balances due on such accounts. Within twenty ninety-five percent (2095%) days after expiration of the Collection Period, Buyer will make final payment to Seller of the amounts collected on Seller's accounts by Subsidiary shall be paid to Amari (accounted for monthly) as additional Merger Consideration and the remaining five (5%) percent shall return be retained by Subsidiary as a collection fee. The payments to Seller each then Amari pursuant to this Section 7.10 shall be accompanied by a report setting forth the account debtor and the amounts received. Subsidiary shall be under no obligation to pursue collection of such Accounts Receivable. If any such Accounts Receivable remain uncollected Seller's account together with a final statement of more than 180 days after the accounts outstandingMerger Date, Subsidiary shall transfer such remaining Accounts Receivable to Amari and he may pursue the collection thereof at his sole cost and expense.
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Collection of Accounts Receivable. At the Closing, the Seller will deliver Seller's existing 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 Accounts Receivable Listday before the Closing Date. Such Accounts Receivable List A schedule of such accounts receivable will be used delivered by Buyer for purposes 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 only for proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, and will remit all payments received on accounts on the 15th (fifteenth) day following the month in which they are collected, together with an accounting of all payments received within such period. Except as specifically provided herein, the Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) days immediately following Closing (day period. In the "Collection Period"). Acting as Seller's agent, event the Buyers receive monies during the Collection Period Buyer shall have 120-day period following the exclusive right to Closing Date from an advertiser who, after the Closing Date, is advertising on the Stations, and shall make commercially reasonable efforts to collect Seller's that advertiser was included among the accounts receivable listed as of the Closing Date, the Buyers shall apply said monies to the oldest outstanding balance due on the Accounts Receivable Listparticular account, but shall not be required to expend or advance any except in the case 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 a "disputed" account receivable. Payments received on an For purposes of this Section 6(d), a "disputed" account from any customer of Buyer that is an receivable means one which the account debtor for an 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 Seller on the Accounts Receivable List shall be applied first 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller's account on such list, unless such customer shall designate some other application of such payment or shall contest the 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 Buyers shall have no further obligation with respect theretoresponsibility for its collection and may accept payment from the account debtor for advertising carried on the Stations after the Closing Date. If At the end of the 120-day period following the Closing Date, the Buyers will turn back to the Seller requests, Buyer also shall promptly return all of the accounts receivable of the Stations as of the Closing Date owing to the Seller any account of Seller that is over 90 days oldwhich have not yet been collected, and Buyer shall the Buyers will thereafter have no further obligation responsibility with respect to the collection of such accountreceivables. Buyer During the 120-day period following the Closing Date, the Buyers shall transmit all monies collected on Seller's afford the Seller reasonable access to the accounts receivable to "aging list." The Seller within fifteen (15) days after acknowledges and agrees that the end of each month in which such monies Buyers are collected. Upon expiration acting as collection agent hereunder for the sole benefit of the Collection PeriodSeller 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, Buyer shall be relieved manner of all responsibility for, execution or to attempt collection of, Seller's accounts receivable, and thereafter Seller alone shall be responsible for collection validity of any balances due on item, document, instrument or notice deposited, received or delivered in connection with such accounts. Within twenty (20) days after expiration collection efforts, nor shall the Buyers have any duty to inquire as to the identity, authority or rights of the Collection Period, Buyer will make final payment to Seller of persons who executed the amounts collected on Seller's accounts and shall return to Seller each then uncollected Seller's account together with a final statement of the accounts outstandingsame.
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