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Common use of Collection of Accounts Receivable Clause in Contracts

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Spindle, Inc.), Asset Purchase Agreement (Spindle, Inc.), Asset Purchase Agreement (Augme Technologies, Inc.)

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Collection of Accounts Receivable. (a) At the Closing, the Seller shall cooperate with and assist Buyer in connection with will turn over to the Buyers, for collection only, the accounts receivable of the Accounts Receivable and shall take all actions reasonably requested Station owing to the Seller as of the close of business on the Closing Date. A schedule of such accounts receivable will be 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 connection therewith. Following the ordinary course of business (but without responsibility to institute legal or collection proceedings) to collect such accounts receivable during the 120-day period following the Closing Date, if and will remit all payments received on such accounts during each calendar month during this 120-day period on the one hundred twentieth (120th) day together with an accounting of all payments received within such period. The Buyers shall have the sole right to collect such accounts receivable during such one hundred twenty (120) day period. In the event the Buyers receive monies during the 120-day period following the Closing Date from an advertiser who, after the Closing Date, is advertising over any of the Station, 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 a disputed account, the Buyers shall immediately return the account to the Seller receives prior to expiration of the 120-day period following the Closing Date. If the Buyers return a disputed account to the Seller, the Buyers shall have no further responsibility for its collection and may accept payment from the account debtor for advertising carried on any payment of 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 to the Accounts Receivable it collection of such receivables. During the 120-day period following the Closing Date, the Buyers shall deliver 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 payment to responsibility for the accommodation of the Seller. The Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsduty to inquire as to the form, defenses 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 to set-off with respect to any such paymentsof the persons who executed the same. The Seller shall endorse or deposit indemnify Buyers and hold them harmless from and against any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a)judgments, Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason expenses (including attorney's fees) costs or liabilities which the dissolution Buyers may incur or sustain as a result of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableby reason of such collection efforts. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc), Asset Purchase Agreement (Cumulus Media Inc)

Collection of Accounts Receivable. (a) At the Closing, the Seller shall cooperate with deliver to the Purchaser a complete and assist Buyer in connection with correct list of the collection Seller's Total Receivables (the "Total Receivables List") as of the close of business on the day immediately preceding the Closing Date specifying the age of each of the Accounts Receivable, the amount due, name and address of each account debtor on the Total Receivables List (the "Total Account Debtors"). In the event that the Value of the Accounts Receivable and shall take all actions reasonably requested by Buyer be less than the Value of the Total Receivables pursuant to Section 1.3.3 hereof, the Seller shall, in connection therewith. Following addition to the Total Receivables List, deliver to the Purchaser at the Closing Datea list of all Accounts Receivable to be sold, if Seller receives any payment with respect assigned, transferred and delivered to the Purchaser at the Closing (the "Accounts Receivable it shall deliver such payment to Buyer in List"), specifying the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment age of each of the Accounts Receivable. , the amount due, name and address of each account debtor on the Accounts Receivable List (b) In furtherance of Section 5.2(athe "Account Debtors"), Seller, effective upon . Promptly after the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Purchaser shall notify all Total Account Debtors or the Account Debtors, as the case may be, by notice that the Purchaser has purchased the Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such 's Accounts Receivable, and shall direct all Account Debtors or Total Account Debtors, as the case may be, to institute remit directly to the Purchaser payment of all outstanding amounts represented by the Accounts Receivable. The Seller and prosecutethe Stockholders, jointly and severally, shall remit promptly to the Purchaser in full the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title amount of any kind and all payments received by any of them in and to respect of the Accounts Receivable, and to defend and compromise without any and all actionsdiminution, suits offset, deduction or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablediscount. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Acadia National Health Systems Inc), Assets Purchase Agreement (Acadia National Health Systems Inc), Asset Purchase Agreement (Acadia National Health Systems Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Seller hereby (i) authorizes Purchaser, its Affiliates and its designees to open any and all mail addressed to any Seller relating to the Purchased Assets and delivered to the offices of the Business or otherwise to Purchaser or its Affiliates and its designees if Seller receives received on or after the Closing Date and (ii) appoints Purchaser or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Purchaser after the Closing Date with respect to the Accounts Receivable it or accounts receivable relating to work performed by Purchaser or its Affiliates after the Closing, as the case may be, made payable or endorsed to any Seller or Sellers’ order, for Purchaser’s own account. (b) As of the Closing Date, each Seller agrees that any monies, checks or negotiable instruments received by any Seller after the Closing Date with respect to Accounts Receivable or accounts receivable relating to work performed by Purchaser or its Affiliates after the Closing, as the case may be, shall deliver be held in trust by such payment Seller for Purchaser’s benefit and account, and promptly upon receipt by a Seller of any such payment, such Seller shall pay over to Buyer in Purchaser or its designee the form received amount of such payments. Each Seller will, and will cause its Affiliates to, deposit into the bank account designated by Purchaser (the “Designated AR Account”), within three (3) Business Days after receipt, all amounts received by a Seller or any of its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with Subsidiaries and Affiliates in respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. . The Sellers shall, and shall cause their respective Subsidiaries and Affiliates to, deliver written instructions no later than one (b1) In furtherance of Section 5.2(a)Business Day following the Closing to all customers with Accounts Receivable to deliver all payments with respect thereto directly to the Designated AR Account. Sellers shall, Sellerand shall cause their respective Subsidiaries to, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller maintain their bank accounts to accept any payments in the collection respect of the Accounts Receivable and for 120 days following the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableClosing. (c) Neither Purchaser agrees that, after the Closing, it shall hold and shall promptly transfer and deliver to the Sellers or its designee, from time to time as and when received by Purchaser or its Affiliates, any cash, checks with appropriate endorsements, or other property that Purchaser or its Affiliates may receive on or after the Closing which properly belongs to the Sellers hereunder, including any Excluded Assets. (d) As of Sections 5.2(a) nor (b) the Closing Date, Purchaser shall apply have the sole authority to any bill and collect Accounts Receivable assigned and accounts receivable relating to Seller pursuant to Section 2.3(b)(i)work performed by Purchaser or its Affiliates after the Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sonendo, Inc.), Asset Purchase Agreement (Biolase, Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with Subject to subsections (b) and assist Buyer in connection with (c) below, no later than five business days following the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following 90th day following the Closing Date, if Seller receives any payment with respect Buyer shall remit to the Accounts Receivable it shall deliver such payment Parent an amount equal to 57% of all amounts received by Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of accounts receivable existing at the Accounts ReceivableClosing Date, to the extent such payments (i) are received by Buyer within 90 days following the invoice of such amount by a Seller and (ii) reflect payment due by customers in respect of Instruments sold by a Seller prior to the Closing Date (such amount, the “Remittance Amount”); provided, however, that the Remittance Amount shall not exceed the amount of Sellers’ accounts payable assumed by Buyer at Closing pursuant to this Agreement. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints All amounts received by Buyer and its successors and assigns Affiliates from a customer during the agent of Seller time period described in subsection (a) shall be first applied to the collection of oldest debt owed by such customer (i.e. by due date), unless (i) such oldest debt has been disputed by the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or delivercustomer, in which case the name of Seller, receipts payment will be allocated to the next oldest undisputed debt owed by such customer or any other document necessary (ii) the payment refers to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecutean invoice number, in which case the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and payment will be allocated to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason invoiced debt notwithstanding clause (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(bi) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableabove. (c) Neither Buyer shall use its commercially reasonable efforts to collect payment of Sections 5.2(asuch accounts receivable consistent with Clarient’s efforts to collect Clarient’s other accounts receivable of like type and amount; provided however that neither Buyer nor Clarient shall be under any obligation to (i) nor institute any legal proceedings to collect such accounts receivable or (bii) take any action Clarient determines in its sole discretion to be adverse to either Buyer or Clarient. Sellers shall apply not, except upon Buyer’s prior written consent, institute collection proceedings with respect to any Accounts Receivable assigned such accounts receivable. Notwithstanding the foregoing, to Seller pursuant the extent that Buyer reasonably determines in good faith that due to Section 2.3(b)(i)oversight or otherwise, amounts that should have been considered in calculating the Adjustment Amount or amounts by which the Assumed Liabilities were underaccrued for by Sellers on the Closing Balance Sheet were excluded from such calculations, Buyer shall be permitted to offset such amounts against the remittance of the Remittance Amount.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trestle Holdings Inc), Asset Purchase Agreement (Clarient, Inc)

Collection of Accounts Receivable. (a) During the 75-day period beginning on the Closing Date the Seller will collect all the Retained Receivables, except that portion to be collected by the Buyer pursuant to Section 7.17. The Seller will provide such information relating to such Retained Receivables and the Seller's collection efforts as the Buyer may reasonably request from time to time, and will in any event deliver to Buyer, at least once per month, a reasonably detailed report of collections. In addition, the Buyer shall cooperate be entitled to review the Seller's proposed invoices relating to the Retained Receivables to be collected by the Seller prior to mailing. The Seller will collect and manage such Retained Receivables on a basis consistent with the past practice of the VECTRA Waste Business. The Seller will not initiate any adversarial action against any account debtor on a Retained Receivable without first discussing such proposed action with the Buyer and assist obtaining the Buyer's consent, which will not be unreasonably withheld or delayed. The Buyer will provide reasonable assistance to the Seller in connection with such collection efforts. The Seller will compensate the Buyer for employees used in its billing and collection efforts (based on the Reimbursement Rate) and reimburse the Buyer for any out-of-pocket costs (including fees and expenses of consultants). Any such reimbursement shall be made promptly by the Accounts Receivable Seller after receipt of appropriate supporting documentation. The Buyer will designate a single representative to act as liaison with the Seller and shall take all actions reasonably requested by Buyer in connection therewith. Following to monitor the Closing Date, if Seller receives any payment with respect Seller's collection efforts pursuant to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivablethis Section 7.7. (b) In furtherance of Section 5.2(a), Seller, effective upon At the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection end of the Accounts Receivable and 75-day period referred to above, the attorney-in-fact of Seller shall cease its collection efforts with respect to the Retained Receivables to be collected by the Seller. Thereafter, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner request of the Accounts Receivable is entitled Seller the Buyer will attempt to defend or compromisecollect any unpaid Retained Receivable. The Buyer will make such collection efforts consistent with its practices for managing and collecting its own account receivables. The Seller agrees that will compensate the foregoing powers are coupled with an interest Buyer for employees used in its collection efforts (based on the Reimbursement Rate) and are and shall be irrevocable by Seller in any manner and reimburse the Buyer for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further powerout-of-attorney that pocket costs (including fees and expenses of consultants). The Seller will designate a single representative to act as liaison with the Buyer deems reasonably necessary or appropriate and to give effect monitor the Buyer's collection efforts pursuant to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable7. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Molten Metal Technology Inc /De/), Asset Purchase Agreement (Vectra Technologies Inc)

Collection of Accounts Receivable. (a) If and to the extent that after the Closing Date accounts receivable set forth on the Closing Balance Sheet become aged 180 days or longer after the date on which they first became due and payable, (i) the Buyer shall from time to time give notice to the Seller designating those accounts receivable which have become aged 180 days or longer, (ii) the Purchase Price shall be decreased by the amount of all such uncollected accounts receivable, (iii) the Buyer shall assign such uncollected accounts receivable to the Seller and (iv) the Seller shall cooperate with and assist pay to the Buyer, by wire transfer of immediately available funds, within thirty calendar days after the date on which the Buyer gives notice to the Seller designating such accounts receivable as aged 180 days, an amount equal to the sum of all such uncollected net accounts receivable. No amount paid by the Seller to the Buyer pursuant to this Section 6.7(a) shall be included in connection with or counted toward the collection determination of any of the Accounts Receivable and shall take all actions reasonably requested by Buyer amounts specified in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableSection 7.7. (b) In furtherance Each of Section 5.2(a)the Parent and the Seller agrees that it shall forward promptly to the Buyer any monies, Seller, effective upon checks or instruments received by the Closing, constitutes Seller after the Closing Date with respect to the accounts receivable purchased by the Buyer from the Seller pursuant to this Agreement. Each of the Parent and appoints the Seller shall provide to the Buyer and its successors and assigns such reasonable assistance as the agent of Seller in Buyer may reasonably request with respect to the collection of any such accounts receivable, provided the Accounts Receivable and Buyer pays the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further powerreasonable out-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) pocket expenses of the Seller and for Buyer to evidenceits officers, collect, or otherwise realize upon the Accounts Receivabledirectors and employees incurred in providing such assistance. (c) Neither From and after the Closing Date and until such time as any account receivable becomes aged 180 days or more after the date on which it first became due and payable, the Buyer shall pursue the timely and maximum collection thereof, and service and support the account debtor, consistent with the Ordinary Course of Sections 5.2(aBusiness and shall not, without the prior written consent of the Seller, grant any extension of time for, or waive any right to payment thereof or grant any other concession to the account debtor with respect to such account receivable. (d) nor So long as any portion of any account receivable set forth on the Closing Balance Sheet is owned by the Buyer and remains outstanding and unpaid, the Buyer shall provide the Seller, within 15 days after the end of each calendar month, beginning on February 15, 1997, a written aging of all such accounts which remain outstanding and unpaid at the end of such month. (be) The Seller shall apply be entitled to any Accounts Receivable assigned take such customary and reasonable actions as it deems necessary or desirable to collect the accounts receivable retained or repurchased by the Seller pursuant to Section 2.3(b)(i)this Agreement, provided that the Seller shall consult with the Buyer prior to taking any collection action which might reasonably be expected to jeopardize the Buyer's relationship with such customer. (f) Each of the Buyer and DParent agrees that it shall forward promptly to the Seller any monies, checks or instruments received by the Buyer after the Closing Date with respect to the accounts receivable retained or repurchased by the Seller from the Buyer pursuant to this Agreement. Each of the Buyer and DParent shall provide to the Seller such reasonable assistance as the Seller may reasonably request with respect to the collection of any such accounts receivable, provided the Seller pays the reasonable out-of-pocket expenses of the Buyer, DParent and their respective officers, directors and employees incurred in providing such assistance.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dynatech Corp), Asset Purchase Agreement (Telxon Corp)

Collection of Accounts Receivable. (a) Effective as of the Closing, Seller hereby designates Buyer as its agent solely for purposes of collecting on behalf of Seller the Accounts Receivable. Seller shall cooperate with deliver to Buyer on the Closing Date a complete and assist Buyer in connection with the collection detailed statement of the Accounts Receivable. Buyer shall use reasonable best efforts to collect the Accounts Receivable during the period (the "COLLECTION PERIOD") beginning at the Effective Time and ending on the last day of the sixth 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, additional personnel or collection agencies (or other third parties) to collect such Accounts Receivable. Any payment received by Buyer at any time following the Effective Time (i) from a customer of the Business after the Effective Time that was also a customer of the Business prior to the Effective Time and that is 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 take all actions reasonably requested by Buyer in connection therewith. Following be presumptively applied to the Closing Dateaccounts 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 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 apply any payment payments from such customer to such customer's oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Except as otherwise provided herein, Buyer shall incur no liability to Seller for any collected or uncollected Accounts Receivable. During the Collection Period, neither Seller nor any of its agents, without the consent of Buyer, shall make any solicitation of any customers owing the Accounts Receivable for collection purposes. (b) On or before the tenth (10th) Business Day following the end of each calendar week in the Collection Period, Buyer shall deposit into an account identified by Seller at the time of Closing the amounts collected during the preceding week of the Collection Period with respect to the Accounts Receivable. Buyer shall not offset against any amounts collected pursuant to this Section 2.13 and otherwise payable to Seller other than an amount equal to the Estimated Deferred Revenue Amount or the Final Deferred Revenue, whichever is higher, it being understood that, once the Final Deferred Revenue amount is determined pursuant to Sections 2.08 and 2.09, if Buyer has retained an amount greater than an amount equal to the Final Deferred Revenue, Buyer shall pay Seller such excess in accordance with Sections 2.08 and 2.09 above. Buyer shall furnish Seller with a complete and detailed statement of the amounts collected during such calendar week and in any prior calendar weeks during the Collection Period with respect to the Accounts Receivable and a complete and detailed schedule of the amount remaining outstanding under each particular account. Seller shall be entitled during the sixty-day period following the Collection Period to inspect and/or audit the books and records maintained by Buyer pursuant to this Section 2.13 and shall have reasonable access to Buyer's employees in connection with its review, in each case at its own expense, during normal business hours and upon reasonable advance written notice. (c) Following the expiration of the Collection Period, Buyer shall have no further obligations under this Section 2.13, except that Buyer shall pay over to Seller any amounts subsequently paid to it shall deliver such that are designated as payment of any Accounts Receivable. Following the Collection Period, upon notice to Buyer in the form received within three at least five (35) Business Days after its receipt thereof. prior thereto, Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment may pursue collections of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and Buyer shall at Seller's expense deliver to defend Seller all files, records, notes and compromise any and all actions, suits or proceedings that the owner of other materials relating to the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by otherwise reasonably cooperate with Seller in for the purpose of collecting any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the outstanding Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 2 contracts

Samples: Asset Purchase Agreement (CTN Media Group Inc), Asset Purchase Agreement (Stein Avy H)

Collection of Accounts Receivable. The Seller's accounts --------------------------------- receivable as of the Closing Date to be acquired by the Buyer pursuant to this Agreement will be collectible and paid in full within one hundred twenty (a120) days following the Closing Date (the "Collection Period"), without the necessity of resorting to legal action. If any of the purchase accounts receivable (the "Uncollected Accounts Receivable") are not collected within the Collection Period, the Buyer shall be entitled to sell to the Seller, and the Seller shall cooperate with and assist Buyer in connection with be obligated to repurchase from the collection Buyer, at the Buyer's option, any or all of the Uncollected Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following at the book value as of the Closing Date, if . The Seller receives any payment with respect to shall repurchase the designated Uncollected Accounts Receivable it from the Buyer within ten (10) days after demand by the Buyer. The repurchase of such Uncollected Accounts Receivable shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsbe by set off against first, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment all accrued and unpaid interest on, and then, principal of the Subordinated Promissory Note. Buyer shall reasonably assist Seller in Seller's efforts to collect those repurchased Uncollected Accounts Receivable. (b) In furtherance of Section 5.2(a). If collected by Xxxxx, Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Xxxxx will remit to Seller in the collection collections of the repurchased Uncollected Accounts Receivable and within seven (7) days of receipt by Xxxxx. With the attorney-in-fact prior written consent of SellerBuyer, with full power Seller may seek collection, in a manner which has been approved by Buyer prior to such collection, of substitution, to execute, sign, endorse, or deliver, the repurchased Uncollected Accounts Receivable in the name of SellerBuyer 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, receipts or any other document necessary to evidenceseverally and jointly, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise against any and all actions, suits Claims resulting from unfair or proceedings that oppressive credit collection practices by the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lewis Bret A), Asset Purchase Agreement (Jennings J B)

Collection of Accounts Receivable. (a) Seller shall cooperate with be entitled to control all collection actions related to the accounts receivable retained by Seller pursuant to Section 1.2(a) or (c), including the determination of what actions are necessary or appropriate and assist Buyer when and how to take any such action. In furtherance thereof, Seller may, in connection with its discretion, bring any action to recover the collection equipment or other products that are the subject of any such account receivable that may be overdue. In such event, Seller shall be entitled to retain any such recovered equipment or other products in full or partial satisfaction of the Accounts Receivable indebtedness to Seller represented by such account receivable, and Buyer agrees to deliver to Seller, upon request, Buyer's acknowledgement of Seller's right to retain such equipment and other products or an assignment to Seller of any rights or claims that Buyer may have in or to such equipment or products. In addition, upon request of Seller, Buyer shall take all actions reasonably requested by Buyer in connection therewithpurchase any recovered equipment or other products from Seller, on an "as is, where is" basis, at the lower of (i) cost less five year straight line depreciation or (ii) fair market value. Following the Closing Date, if Seller receives any payment with respect Notwithstanding anything to the Accounts Receivable it contrary in this Section 5.14 (a) Seller and Buyer shall deliver cooperate to collect such payment to Buyer accounts receivable and avoid the recovery of equipment or products in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any satisfaction of receivables and subsequent required purchase of such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivablerecovered equipment by Buyer. (b) In furtherance of Section 5.2(a)If, Sellerafter the Closing Date, effective upon Buyer shall receive any remittance from any account debtors with respect to the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact accounts receivable of Seller, with full power of substitution, to execute, sign, endorse, or deliver, including any accounts receivable included in the name of SellerExcluded Assets, receipts or any other document necessary Buyer shall endorse such remittance to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name order of Seller or Buyer but on behalf of, and for the benefit of, forward it to Seller immediately upon receipt thereof. In connection with payments received by Buyer, and at if a payment is received from an account debtor who has not designated the expense of Buyerinvoice being paid thereby, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and such payment shall be applied to the Accounts Receivable, and earliest invoice outstanding with respect to defend and compromise any and all actions, suits indebtedness of such account debtor owing to either Buyer or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Omnicell Com /Ca/), Asset Purchase Agreement (Omnicell Inc /Ca/)

Collection of Accounts Receivable. (a) Seller From and after the Closing, Sellers shall cooperate with and assist Buyer promptly (but in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect no event later than seven days after receipt thereof) remit to the Accounts Receivable it shall deliver such payment to Buyer Purchaser, in the form received within three or in such other form as the Purchaser may reasonably request, any payments or remittances which any Sellers or any of their Affiliates receive (3such as payments of Purchased Accounts Receivable) Business Days after its receipt thereof. Seller shall not have any claimswhich are included in the Purchased Assets or which otherwise belong to the Purchaser, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks regardless of the form in which received (be it cash, instruments or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(aproperty), Seller, effective upon all of which Sellers acknowledge and agree are and shall be the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableproperty of, and to institute and prosecute, in for the name of Seller or Buyer but on behalf of, account and for the benefit of, Buyerthe Purchaser. Sellers shall reasonably cooperate with the Purchaser, Autobytel and at their representatives to ensure that the expense of BuyerPurchaser receives all such payments or remittances, all proceedings including endorsing any such remittance over to the Purchaser or its designee. (b) From and actions that Buyer may deem desirable after the Closing, the Sellers shall deliver to collectthe Purchaser promptly following receipt, assert or enforce but in no event later than two days after receipt, by any claim, right or title Seller of any kind checks or other instruments or evidences of Indebtedness received by any Seller (made payable to a Seller or otherwise) in and payment of any Purchased Accounts Receivable or otherwise in respect of any Purchased Asset, or any mail, packages or other communications addressed to any Seller or its Affiliates related to the Accounts Receivable, and Business. The Purchaser may choose to defend and compromise endorse without recourse the name of a Seller on any and all actions, suits check or proceedings that any other evidences of Indebtedness received by the owner Purchaser in respect of the any Purchased Accounts Receivable is entitled or other Purchased Assets pursuant to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution Powers of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableAttorney. (c) Neither During the period commencing on the Closing Date and ending on the 90th day after the Closing Date, (i) the Purchaser shall use commercially reasonable efforts to collect the Purchased Accounts Receivable (provided that the Purchaser shall not be required to submit any uncollected Purchased Accounts Receivable for collection by any third party or to take any action to collect such Purchased Accounts Receivable that the Purchaser deems in good faith to be adverse to its business interests or relationships), and (ii) Sellers and Shareholders shall assist the Purchaser (as requested by the Purchaser) in the collection of Sections 5.2(athe Purchased Accounts Receivable. As soon as reasonably practicable following the 90th day after the Closing Date, the Purchaser shall send Sellers a notice of the amount of the Purchased Accounts Receivable which have not been collected as of that date (the “Uncollected Amount”), along with a breakdown of the individual uncollected Purchased Accounts Receivable (the “Uncollected Receivables”) nor and Sellers shall pay to the Purchaser an amount equal to the Uncollected Amount by wire transfer of immediately available funds (bto the account specified by the Purchaser in such notice) within ten Business Days after Sellers’ receipt of such notice from the Purchaser. After receipt by the Purchaser of full payment of the Uncollected Amount from Sellers, the Purchaser shall, as promptly as reasonably practicable, cause the Uncollected Receivables to be transferred to Sellers. If the Purchaser subsequently collects any amounts which were included in the Uncollected Amounts, and if payment was remitted to the Purchaser by Sellers for such amounts so collected, the Purchaser shall apply promptly remit to Sellers the amount so collected. Sellers shall use commercially reasonable collection practices in collecting any Uncollected Receivables and will not take any adverse collection action or other action which may adversely affect the Purchaser’s relationship with any Person with whom it has a business relationship after the Closing, including commencing any collection Action or referring any such Uncollected Receivables to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i)third party for collection, without first consulting in good faith with the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

Collection of Accounts Receivable. (a) Seller will instruct all of the Account Debtors to mail or deliver payments on its Accounts Receivable directly to Versant at its address herein above set forth or at such other address as Versant may specify in a written notice to Seller. Versant shall cooperate with and assist Buyer in connection with the collection be entitled to collect all of the Accounts Receivable and directly from the Account Debtors whether or not Versant elects to purchase any one or more of such Accounts Receivable. Such instructions shall take all actions reasonably requested by Buyer in connection therewithnot be rescinded or modified without Versant’s prior written consent. Following the Closing DateIf, if despite such instructions, Seller receives shall receive any payment with respect to collections or other proceeds of the Accounts Receivable it assigned to Versant, Seller shall as soon as practicable, but in no event later than two (2) business days after such receipt, deliver such payment to Buyer payments, in the exact form received, to Versant. Failure to deliver such payments to Versant as provided herein shall be deemed a default under the Factoring Agreement and under the Security Agreement and shall, in addition to any and all other amounts due, cause Seller to be obligated to pay to Versant, a charge of fifteen (15%) percent of the amount of any such payment which has been received within three (3) Business Days after its receipt thereofby Seller and not delivered in kind to Versant as provided herein. All payments received by Versant shall be applied as provided in Section 4 above. Versant shall have no liability to Seller shall not have for any claims, defenses or rights to set-off mistake in the application of any payment received with respect to any such paymentsAccount Receivable, provided Versant shall have acted in good faith and without gross negligence in respect thereof. All payments of Accounts Receivable received by Seller or the proceeds of any other of Versant’s collateral received by Seller shall endorse or deposit any checks or other instruments be deemed to have been received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in trust for Versant and are not to be commingled with Seller’s assets. Furthermore, any manner and for any reason (including the dissolution such commingling will be treated as an intentional or grossly negligent act done in conscious disregard of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableVersant’s rights. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Factoring Agreement (iSpecimen Inc.)

Collection of Accounts Receivable. (a) Seller At the Closing, Buyer will acquire hereunder, and thereafter Buyer or its designated Affiliates shall cooperate with have the right and assist Buyer in connection with the collection 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 Accounts Receivable Acquired Assets. Sellers shall, and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Datecause their Subsidiaries to, if Seller receives promptly after receipt of any payment with by Sellers or their Subsidiaries in respect to of any of the Accounts Receivable it shall foregoing, properly endorse and deliver such payment to Buyer in the form or its designated Affiliates any letters of credit, documents, cash or checks received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses on account of or rights to set-off with respect otherwise relating to any such payments. Seller shall endorse or deposit any checks receivables, letters of credit or other instruments items, and Buyer and its Affiliates shall have the right and authority to endorse, without recourse, the name of Sellers or any of its Subsidiaries on any check or similar negotiable instrument received in payment by Buyer or any of the Accounts Receivable. (b) In furtherance its Affiliates constituting Acquired Assets transferred, conveyed and assigned to Buyer or any of Section 5.2(a), Seller, effective upon its Affiliates hereunder. After the Closing, constitutes (i) Sellers shall, and appoints shall cause their Subsidiaries to, promptly transfer or deliver to Buyer and or its successors and assigns the agent designated Affiliates any cash or other property that Sellers may or any of Seller their Subsidiaries may receive in the collection respect of the Accounts Receivable and the attorney-in-fact any deposit, prepaid expense, claim, contract, license, lease, commitment, sales order, purchase order, letter of Sellercredit or receivable of any character, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidenceitem, collect, or otherwise realize upon such Accounts Receivableconstituting a part of the Acquired Assets, and (ii) Buyer shall, and shall cause its Subsidiaries to, promptly transfer or deliver to institute Sellers any cash or other property that Sellers may or any of their Subsidiaries may receive in respect of any of the accounts receivable set forth on Schedule 1.1(b)(x). At Buyer's request, at or following the Closing, Sellers shall, and prosecuteshall 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 name of Seller Acquired Assets directly to Buyer or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable's designated Affiliates. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Nextera Enterprises Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, Seller hereby (i) authorizes Buyer to open any and all mail addressed to Seller and delivered to the offices of the Business or otherwise to Buyer if Seller receives received on or after the Closing Date and (ii) appoints Buyer or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to accounts receivable relating to work performed by Buyer after the Accounts Receivable it shall deliver such payment Closing, but that is made payable or endorsed to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsor Seller’s order, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivablefor Buyer’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, SellerSeller agrees that any monies, effective upon checks or negotiable instruments received by Seller after the Closing Date with respect to accounts receivable relating to work performed by Buyer after the Closing, constitutes shall be held in trust by Seller for Buyer’s benefit and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableaccount, and to institute and prosecute, in the name of promptly upon receipt by Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller such payment (but in any manner and for any reason event within five (including the dissolution 5) Business Days of Sellersuch receipt). In addition, Seller agrees shall pay over to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon its designee the Accounts Receivableamount of such payments. (c) Neither For a period of Sections 5.2(a[six (6)] months following the Closing, Buyer agrees that, it shall hold in trust for Seller’s benefit and account and shall promptly (but in any event within five (5) nor Business Days of such receipt) transfer, pay over and deliver to Seller, from time to time as and when received by Buyer or its Affiliates, any monies, cash, checks or negotiable instruments with appropriate endorsements, or other property that Buyer or its Affiliates may receive or hold on or after the Closing which properly belongs to Seller hereunder, including any Excluded Assets (b) shall apply to including any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(iReceivables that are not Purchased Assets). (d) As of the Closing Date, Buyer shall have the sole authority to xxxx and collect accounts receivable relating to work performed by Buyer after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

Collection of Accounts Receivable. The Accounts Receivable are and shall remain at all times an Excluded Asset and shall not become the property of Buyer at the Closing. Buyer agrees to use its best efforts to collect the Accounts Receivable in 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 (aunless and only to the extent that such debtor disputes that such account receivable is properly due); provided, however, that such obligation and authority shall not extend to the 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 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, less the amount of all commissions with respect thereto. If authorized by Seller, and at Seller's expense, Buyer shall cooperate have 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 and assist 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 connection with 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 accounts and Buyer's determination of uncollectibility. Buyer's obligation to collect the Accounts Receivable as Seller's 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 such month, Buyer shall render a final statement or report showing Accounts Receivable collected and uncollected. Seller may terminate Buyer's right to collect any or all of the Accounts Receivable upon written notice delivered to Buyer, at any time that Seller determines in good faith that Buyer is not pursuing the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment a commercially reasonable manner consistent with Buyer's customary collection procedures with respect to the Accounts Receivable it shall deliver such payment to Buyer its accounts receivable, in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in which event the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, such account or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and accounts shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable's sole responsibility. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Gray Communications Systems Inc /Ga/)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following 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 Seller receives received on or after the Closing Date and (ii) appoints Purchaser, its designee or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Purchaser or its designee after the Closing Date with respect to Included Pharma Receivables, the Accounts Receivable it shall deliver such payment other Assets or accounts receivable relating to Buyer in work performed by Purchaser after the form received within three (3) Business Days after Closing, as the case may be, made payable or endorsed to a Seller or a Seller’s order, for Purchaser’s or its receipt thereofdesignee’s own account. Seller shall not have any claimsPurchaser expressly agrees that all monies, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other negotiable instruments received by Purchaser that relate to the Non-Pharma Receivables (as defined in payment of the Accounts ReceivableSection 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) In furtherance As of Section 5.2(a)the Closing Date, Seller(i) Seller agrees that any monies, effective upon 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, constitutes as the case may be, shall be held in trust by Seller or such Subsidiary for Purchaser's or its designee's benefit and appoints Buyer account, and immediately upon receipt by Seller or its successors 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 assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller(ii) Purchaser agrees that any monies, with full power of substitution, to execute, sign, endorse, checks or deliver, in the name of Seller, receipts negotiable instruments received by Purchaser or any other document necessary of its Subsidiaries after the Closing Date with respect to evidenceNon-Pharma Receivables, collectthe Excluded Assets, as the case may be, shall be held in trust by Purchaser or otherwise realize upon such Accounts ReceivableSubsidiary for Seller's 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 institute and prosecute, in the name of be paid) over to Seller or Buyer but on behalf of, and for its designee the benefit of, Buyer, and at the expense amount of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert such payments without any right of set off or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablereimbursement. (c) Neither As of Sections 5.2(athe Closing Date, (i) nor Purchaser or its designee shall have the sole authority to xxxx and collect Included Pharma Receivables and accounts receivable to the extent relating to work performed by Purchaser after the Closing and Seller shall not (band 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 apply 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 Accounts Receivable assigned 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 Purchaser who acquire any Included Pharma Receivables hereunder shall be express third party beneficiaries of the provisions of this Section 4.14 relating to the Pharma Included Receivables, and (ii) any designees of Seller pursuant who acquire any Non-Pharma Receivables shall be express third party beneficiaries of the provisions of this Section 4.14 relating to Section 2.3(b)(i).the Non-Pharma Receivables

Appears in 1 contract

Samples: Asset Purchase Agreement (Cancer Genetics, Inc)

Collection of Accounts Receivable. (a) Following the Closing, each of Seller and the Company shall have the exclusive right to collect its accounts receivable relating to the Business, it being agreed that all accounts receivable of the Business existing as of the Closing Date shall be owned by Seller. Promptly following the Closing, Seller shall provide Buyer with a list of all accounts receivable of the Business then owned by Seller, which list shall include aged invoice detail, including any unapplied credits or overpayments. The parties shall use commercially reasonable efforts to cooperate and coordinate with one another on a daily or other frequent basis to maximize the prompt collection of accounts receivable of the Business owned by each of Seller and the Company following the Closing. (b) The parties further agree that the following principles shall apply to all accounts receivable of the Business existing on the Closing Date: (i) Neither Buyer, Seller, the Company nor any of their respective Affiliates, employees or representatives will communicate (regardless of form or means) with any account debtor of the Business who owes any accounts receivable of the Business to Seller or Buyer regarding payment terms, direction of funds or any other matter relating to invoices, purchase orders or accounts receivable of the Business unless such communications are made jointly by Buyer, the Company or one of their Affiliates on the one hand, and Seller or one of its Affiliates on the other hand or with the prior written approval of the non communicating party; (ii) Buyer, Seller, the Company and their respective Affiliates shall cooperate with and assist Buyer each other to assure that any amounts collected by any of them in connection with any invoices or purchase orders dated prior to the collection of Closing Date are remitted to the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewithproper party. Following the Closing Date, if Seller receives any payment with respect either party shall promptly remit, once every week, to the Accounts Receivable other party, or reimburse the other party for, all amounts, and endorse or remit to the other party the proceeds of all checks, drafts, notes or other documents received by such party that relate to invoices or purchase orders which are the property of the other party; (iii) No party hereto, nor any of its respective Affiliates, employees or representatives, shall be obligated to bring any legal action or retain collection agencies to collect any balances due in respect of any invoices or purchase orders dated prior to the Closing Date, it being acknowledged that nothing contained in this Section 6.15 shall deliver prohibit any party hereto, or any of its respective Affiliates, from bringing any legal action or retaining collection agencies to collect any balances due in respect of any such invoices or purchase orders; and (iv) If any customer specifically indicates in writing that a payment made by it is intended to be applied to a specific invoice or invoices, then such payment shall be applied to Buyer such specific invoice or invoices as so indicated; provided that if such customer does not so indicate, the parties shall jointly contact such customer to obtain direction regarding application of such invoice. Both parties shall make commercially reasonable efforts to insure that all such customers are jointly contacted. No party hereto shall, and each party hereto shall cause its respective Affiliates, employees and representatives not to, take any actions to cause a customer to direct that a payment in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse invoice or deposit any checks or purchase order related to the Business be applied other instruments received in payment of than to the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller oldest outstanding balance specified in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, list referred to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i6.16(a).

Appears in 1 contract

Samples: Stock Purchase Agreement (Gfsi Holdings Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with Subject to the collection terms of Section 6.6(b), until the Agent requests that debtors on Accounts Receivable be notified of the Agent's security interest, the Borrower shall continue to collect Accounts Receivable Receivable. Subject to the terms of Section 6.6(b) until the making of such a request, the Borrowers shall hold proceeds received from collection as trustee for the Agent and the Lenders without commingling the same with other funds of the Borrowers and shall take all actions reasonably requested turn the same over to the Agent, as agent for and on behalf of the Lenders, or to such bank as may be approved by Buyer the Agent, immediately upon receipt in connection therewiththe identical form received. Following The Borrowers shall, at the Closing Daterequest of the Agent (following the occurrence and during the continuation of an Event of Default or Default), if Seller receives notify the Account debtors of the security interest of the Agent in any Account and that payment thereof is to be made directly to the Agent, and the Agent may itself at anytime (following the occurrence and during the continuation of an Event of Default or Default), without notice to or demand upon the Borrowers, so notify Account debtors. The making of such a request or the giving of any such notification shall not affect the duties of the Borrowers described above or in Section 6.6(b) with respect to the proceeds of collection of Accounts Receivable it shall deliver such payment to Buyer in received by the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableBorrowers. (b) In furtherance The Borrowers hereby acknowledge that the Agent has requested and hereby Borrowers notify their Account debtors to pay all Accounts directly into a so called "lock box" maintained with the Agent for application as provided in Section 6.6(c). This request and the giving of any such notification shall not affect the duties of the Borrowers described above in Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent 6.6(a) or this Section 6.6(b) with respect to proceeds of Seller in the collection of the Accounts Receivable and received by the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableBorrowers. (c) Neither The Agent shall credit the proceeds of Sections 5.2(a) nor (b) collection of Accounts Receivable received by the Agent to the Loan Account in respect of outstanding Loans and other amounts due, such credits to be entered as of the second Business Day after receipt thereof by the Agent. Such credits shall apply be conditional upon final payment in cash or solvent credits of the items giving rise to them. If any item is not so paid, the Agent, in its discretion, whether or not the item is returned, may either reverse any credit given for the item or charge the amount of the item against the deposits or other sums which may be due to the Borrowers from the Agent or any Lender. Upon elimination of any debit balance of the Loan Account, proceeds of collection and other receipts may then, except as otherwise provided in Section 7.3, be credited to any Accounts Receivable assigned deposit account which any of the Borrowers may maintain with the Agent (or FNB (if and to Seller the extent the Agent has been granted a perfected security interest in such account pursuant to Section 2.3(b)(ithe terms of the Deposit Account Security Agreement)) or, if there is no such account, held pending instructions from the Borrowers.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Allou Health & Beauty Care Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with It is the intent and assist Buyer in connection with the collection agreement of the Accounts Receivable and Parties that the Buyer shall take be entitled to all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of income generated from the Accounts Receivable and the attorney-in-fact of Contracts transferred by the Seller to the Buyer pursuant to this Agreement. If any Customer, with respect to any Account Receivable or Contract which belongs to the Buyer pays the Seller, with full power the Seller shall remit to the Buyer, within ten (10) days of substitution, to execute, sign, endorse, or deliver, in the name of receipt thereof by the Seller, receipts or any other document necessary all payments so received from such Customer. The Seller and the Stockholders shall, at no expense to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, provide such reasonable cooperation and at assistance as may be requested by the expense of Buyer, all proceedings and actions that Buyer may deem desirable from time to collect, assert or enforce any claim, right or title time to assist with the collection of any kind in and amounts due with respect to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled or any of the Contracts to defend or compromisebe transferred by the Seller to the Buyer pursuant to this Agreement. Seller agrees that Such cooperation shall include, but not be limited to, reviewing the foregoing powers are coupled books and records with an interest respect to any Customer, assisting with communications with any Customer, and are and shall be irrevocable by Seller appearing as a witness in any manner legal proceedings relating the collection of any amounts relating to such Accounts Receivable or such Contract. The Buyer shall collect all of such Accounts Receivable for its account in accordance with its reasonable business practices and for applicable Law, but shall not be required to bring any reason action or take any extraordinary steps to collect any such Accounts Receivable. Any Accounts Receivable not collected by the Buyer within one hundred twenty (including 120) days of the dissolution Closing Date shall, at the Buyer’s option, be reassigned to the Seller, and the Buyer may, at its option: (i) request the Escrow Agent to release from the Escrow Fund (in accordance with the terms of Seller). In additionthe Escrow Agreement) the amount of such uncollected receivables from the Escrow Fund, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collectif available, or otherwise realize upon (ii) if the Accounts Receivableremaining balance of the Escrow 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 the Buyer the remaining balance of the uncollected amount of such receivables in cash. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Selling Entity hereby (i) authorizes Buyer to open any and all mail addressed to any Selling Entity relating to the Business or the Acquired Assets and delivered to the offices of the Business or otherwise to Buyer if Seller receives received on or after the Closing Date and (ii) appoints Buyer or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to the Accounts Receivable it shall deliver such payment that are Acquired Assets or accounts receivable relating to work performed by Buyer in after the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsClosing, defenses as the case may be, made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse Selling Entity or deposit any checks or other instruments received in payment of the Accounts ReceivableSelling Entity’s order, for Xxxxx’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Selling Entity agrees that any monies, effective upon checks or negotiable instruments received by any Selling Entity after the Closing Date with respect to Accounts Receivable (including Credit Card Receivables) that are Acquired Assets or accounts receivable relating to work performed by Buyer after the Closing, constitutes as the case may be, shall be held in trust by such Selling Entity for Buyer’s benefits and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableaccounts, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title promptly upon receipt by a Selling Entity of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller such payment (but in any manner and for any reason event within five (including 5) Business Days of such receipt), such Selling Entity shall pay over to Buyer or its designee the dissolution amount of Seller)such payments. In addition, Seller Xxxxx agrees that, after the Closing, it will hold and will promptly transfer and deliver to execute Seller, from time to time as and when received by Buyer or its Affiliates, any further power-of-attorney Cash, checks with appropriate endorsements, or other property that Buyer deems reasonably necessary or appropriate its Affiliates may receive on or after the Closing which are not Acquired Assets and which properly belongs to give effect to this Section 5.2(b) and for Buyer to evidencethe Selling Entities hereunder, collect, or otherwise realize upon the Accounts Receivableincluding any Excluded Assets. (c) Neither As of Sections 5.2(a) nor (b) the Closing Date, Buyer shall apply have the sole authority to any bill and collect Accounts Receivable assigned that are Acquired Assets and accounts receivable relating to Seller pursuant to Section 2.3(b)(i)work performed by Buyer after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon After the Closing, constitutes Seller 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 successors designees or agents as attorney-in-fact, irrevocably and assigns 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 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 attorney-in-fact amount of Seller, with full power of substitution, the receivable(s) transferred back to execute, sign, endorse, or deliverSeller from Buyer. Correspondingly, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions event that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. collected after the Closing by the Buyer exceed the stated value of the net Accounts Receivable at the Closing Date, Buyer shall promptly pay Seller agrees that such amounts collected in excess of the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including stated value of the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the net Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Standex International Corp/De/)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer Buyer, at Buyer’s cost and expense, in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Spindle, Inc.)

Collection of Accounts Receivable. (a) Promptly after the Closing, Seller shall cooperate with prepare and assist deliver to Buyer a list of all Accounts Receivable outstanding on the Closing Date. For a period of 120 days after the Closing Date (the "COLLECTION PERIOD") Buyer shall use its reasonable best efforts to collect the Accounts Receivable. Buyer may, but shall not be obligated to, use a collection agency or commence legal actions in connection with such collection efforts. Promptly after the collection expiration of the Collection Period, Buyer shall provide written notice to Seller of those Accounts Receivable and which have not been collected as of the end of the Collection Period to the extent that the aggregate amount unpaid exceeds the allowance for doubtful accounts specified in Schedule 1.5. Within ten (10) days of receipt of such notice from Buyer, Seller shall take all actions reasonably requested purchase (without recourse to Buyer) such designated Accounts Receivable then remaining unpaid for a purchase price thereof equal to the face amount thereof, less any amounts collected thereunder by Buyer. Buyer may in connection therewith. Following its discretion cause Seller to pay the Closing Date, if Seller receives purchase price for such Accounts Receivable through offset of any payment with respect obligations of Buyer or its Affiliates to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have or any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableStockholder. (b) In furtherance Upon the repurchase by Seller of any unpaid Accounts Receivable pursuant to this Section 5.2(a)4.18, Seller, effective upon the Closing, constitutes and appoints (i) Buyer and its successors and assigns the agent shall promptly deliver to Seller any tangible evidence of Seller such Accounts Receivable then in the collection possession of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, Buyer or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableunder its control, and (ii) Seller shall be entitled to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise take any and all actionsactions which it may deem necessary or desirable in order to collect such unpaid Accounts Receivable. Buyer will, suits or proceedings that the owner of the Accounts Receivable is entitled from time to defend or compromise. time after such repurchase, execute and deliver to Seller agrees that the foregoing powers are coupled with an interest such instruments and are and shall be irrevocable by other documents as Seller may reasonably request to assist Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableits collection efforts. (c) Neither of Sections 5.2(a) nor (b) shall apply to If any payment received by Buyer during the Collection Period is remitted by a customer which is indebted under both Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).and an account receivable arising

Appears in 1 contract

Samples: Asset Purchase Agreement (Eps Solutions Corp)

Collection of Accounts Receivable. (a) Seller Upon and after Completion, the Purchaser shall have the 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 assist Buyer 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 the collection of the Accounts Receivable and such accounts. Payments received from customers in respect of any Receivables shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect be applied to the Accounts oldest outstanding Receivable it shall deliver from such customer, unless such customer, acting on its own volition, specifically identifies such payment to Buyer 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 form received 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 the Receivables (but shall not be obligated hereunder to bring any action to collect any Receivables) but if it shall fail to collect the full amount of any such Receivable within three 180 days after the Completion Date, the Purchaser shall, subject to the provisions contained in Section 10.10 of 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 (3as applicable) Business Days after its receipt shall repurchase such Receivable from the Purchaser at the face amount thereof. Seller 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 claimsReceivable which the 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 a receivable to VTI or ESPL, defenses the Purchaser will cooperate with VTI or rights ESPL, at its reasonable request, in endeavoring to set-off collect all Receivables put to VTI or ESPL by furnishing, at VTI or ESPL's cost and expense, such information, testimony and other assistance as VTI or ESPL may reasonably require in connection with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableaccounts. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Aremissoft Corp /De/)

Collection of Accounts Receivable. (a) It 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 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 cooperate with 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 Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off 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 paymentsAcquired Accounts Receivable or such Contract. Buyer shall collect all of the Acquired Accounts Receivable 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 of Seller not collected by Buyer within one-hundred and twenty (120) days of the Closing Date shall, at Buyer’s option, be reassigned to Seller, 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 jointly and severally be obligated to pay Buyer the remaining balance of the uncollected amount of such 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 be promptly remitted by Buyer to Seller, and Seller shall endorse or deposit be entitled to retain any checks or other instruments received in payment made to Seller on account of the any such Acquired Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection Accounts receivable arising out of services performed by any of the Accounts Receivable Sellers prior to the Effective Date ("Sellers' Receivables") shall remain the sole and exclusive property of the Sellers. Without limiting the generality of the foregoing, the Sellers shall take all actions reasonably requested have the right to settle or compromise Sellers' Receivables subject to approval of the Buyer, which shall not be unreasonably withheld; provided, however, that no suit or other action by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment Sellers with respect to Sellers' Receivables may be taken without the Accounts Receivable Buyer's approval, which it shall deliver such payment to Buyer may withhold in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivablesole and absolute discretion. (b) In furtherance The Buyer agrees to deliver to the Sellers at such addresses or in such bank depositaries as the Sellers may designate from time to time (at the close of Section 5.2(a)business on the last business day of each week during the one hundred eighty (180) day period following the Closing and thereafter monthly on the last business day of each month) all cash, Sellerchecks, effective upon money orders and other instruments received by the ClosingBuyer representing payment of Sellers' Receivables. If the Buyer shall determine, constitutes and appoints in good faith, that any portion of such instruments so remitted represents amounts due to the Buyer and its successors and assigns for services rendered to the agent of Seller remitting customers on or after the Effective Date, the Buyer shall deliver to the Sellers a memorandum setting forth such allocation. The Buyer agrees, except to the extent any customers shall otherwise specifically identify a payment in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitutionwriting, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, credit all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and payments to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableoldest balances outstanding from such customers. (c) Neither In the event of Sections 5.2(a) nor (b) non-payment by a customer of a receivable which is in part a Sellers' Receivable and in part a receivable of the Buyer, the parties will cooperate in good faith with respect to the settlement, compromise or collection thereof, and should the parties determine jointly to commence a suit or other legal proceeding to enforce the same, any resulting judgment or settlement, and any related court costs, attorneys' fees and other costs of collection to the extent not collected from the defendant shall apply be paid to any Accounts Receivable assigned and borne by the Sellers and the Buyer pro rata in proportion to Seller pursuant the respective unpaid amount payable to Section 2.3(b)(i)each.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kaye Group Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Selling Entity hereby (i) authorizes Buyer to open any and all mail addressed to any Selling Entity relating to the Assets and delivered to Buyer if Seller receives received on or after the Closing Date and (ii) appoints Buyer or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to accounts receivable relating to products sold by Buyer after the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses Closing made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse Selling Entity or deposit any checks or other instruments received in payment of the Accounts ReceivableSelling Entity’s order, for Buyer’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Selling Entity agrees that any monies, effective upon checks or negotiable instruments received or identified by any Selling Entity after the Closing Date with respect to accounts receivable relating to products sold by Buyer after the Closing, constitutes as the case may be, shall be held in trust by such Selling Entity for Buyer’s benefits and appoints Buyer and its successors and assigns the agent accounts, not commingled with other funds of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts ReceivableSelling Entity, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title promptly upon receipt by a Selling Entity of any kind in and such payment, such Selling Entity shall pay over to Buyer the Accounts Receivable, and to defend and compromise amount of such payments without any and all actions, suits right of set-off or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller)reimbursement. In addition, Seller Buyer agrees that, after the Closing, it will hold and will promptly transfer and deliver to execute Seller, from time to time as and when received or identified by Buyer or its Affiliates, any further power-of-attorney cash, checks with appropriate endorsements, payment of an account, trade, note receivable or other payment or property or assets that Buyer deems reasonably necessary or appropriate its Affiliates may receive or identify on or after the Closing which properly belongs to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableSelling Entities as an Excluded Asset. (c) Neither As of Sections 5.2(a) nor (b) the Closing Date, Buyer shall apply have the sole authority to any Accounts Receivable assigned bxxx and collect accounts receivable relating to Seller pursuant to Section 2.3(b)(i)products sold by Buyer after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dean Foods Co)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Augme Technologies, Inc.)

Collection of Accounts Receivable. (a) From and after the Closing, Seller shall cooperate with and assist Buyer promptly (but in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect no event later than five (5) days after receipt thereof) remit to the Accounts Receivable it shall deliver such payment to Buyer Company, in the form received within three (3) Business Days after or in such other form as the Company may reasonably request, any payments or remittances which Seller or any of its receipt thereof. Seller shall not have any claims, defenses Affiliates receive and which are included in the Contributed Assets or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received are in payment of any Contributed Account Receivable or which otherwise belong to the Accounts Receivable. Company, regardless of the form in which received (b) In furtherance of Section 5.2(abe it cash, instruments or other property), Seller, effective upon all of which Seller acknowledges and agrees are and shall be the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableproperty of, and to institute and prosecute, in for the name of Seller or Buyer but on behalf of, account and for the benefit of, Buyerthe Company. From and after the Closing, and at the expense Purchaser shall promptly (but in no event later than five (5) days after receipt thereof) remit to Seller, in the form received or in such other form as Seller may reasonably request, any payments or remittances which the Purchaser or any of Buyerits Affiliates receive that are included in the Excluded Assets or which otherwise belong to Seller or any of its Affiliates, regardless of the form in which received (be it cash, instruments or other property), all proceedings of which the Purchaser acknowledges and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner the property of, and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) account and for Buyer to evidencethe benefit of, collect, or otherwise realize upon the Accounts ReceivableSeller. (c) Neither of Sections 5.2(a) nor (b) During the period commencing on the Closing Date and ending on the ninetieth (90th) day after the Closing Date, (i) Purchaser shall apply use commercially reasonable efforts to any collect the Contributed Accounts Receivable assigned and (ii) Seller and Seller Parent shall assist Purchaser (as reasonably requested by Purchaser and as set forth in the Transition Services and Arrangements Agreement) in the collection of the Contributed Accounts Receivable. Subject to and in accordance with Section 2.5, any Uncollected Contributed Accounts Receivable remaining uncollected as of the ninetieth (90th) day after the Closing shall be transferred to Seller, and the amount of such Uncollected Contributed Accounts Receivable shall be deducted from the Accounts Receivable amount reflected on the Closing Working Capital Statement. If Purchaser subsequently collects any such Uncollected Contributed Accounts Receivable, Purchaser shall promptly remit to Seller pursuant to Section 2.3(b)(i)or Seller Parent (as directed by Seller and Seller Parent) the amount so collected.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Autobytel Inc)

Collection of Accounts Receivable. (a) At Closing, Seller shall cooperate with assign to Buyer all of the Accounts Re- ceivable for purposes of collection only. Buyer shall use such efforts as are reasonable and assist Buyer in connection with the ordinary course of business to collect the Accounts Receivable for a period of four (4) months following the Closing Date. This obligation, however, shall not extend to the institution of litigation, employment of counsel, or any other extraordinary means of collection. So long as the Accounts Receivable are in Buyer's possession, neither Seller nor Seller's agents shall make any solicitation of them for collection purposes or institute litigation for the collection of any amounts due thereunder. Buyer shall deposit the proceeds of Seller's Accounts Receivable, as received less any salesperson's, agency and representative commissions applicable thereto that are deducted and paid by Buyer from the proceeds of 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 with a list of the Accounts Receivable and shall take all actions reasonably requested collected during such month. All payments received by Buyer in connection therewith. Following during the four (4) month period following the Closing DateDate from any person obligated with respect to any the Accounts Receivable shall be applied first to Seller's account and only after full satisfaction thereof to Buyer's account; PROVIDED, HOWEVER, that if during this period any account debtor contests the validity of its obligation with respect to any Account Receivable, then Buyer may return that Account Receivable to Seller receives 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 payment 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 after which Buyer shall have no further obligation to Seller with respect to the Accounts Receivable; PROVIDED, HOWEVER, that all funds subsequently received by Buyer (without time limitation) that can be specifically identified, whether by accompanying invoice or otherwise, as a payment on any Account Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of promptly paid over or forwarded to Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Redwood Broadcasting Inc)

Collection of Accounts Receivable. (a) Seller The Purchaser and Leisegang GmbH shall cooperate with and assist Buyer each use its reasonable efforts, exercised in connection with good faith, to collect all of the Receivables, the collection practices of the Accounts Receivable Purchaser and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect Leisegang GmbH prior to the Accounts Receivable it shall deliver such payment date hereof being deemed to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivablebe an acceptable standard. (b) In furtherance Unless otherwise designated by the Debtor, any payment from a Debtor (other than a payment with respect to a Disputed Receivable) received subsequent to the Closing shall, for purposes of Section 5.2(a)this Agreement, Seller, effective upon be applied against the Closing, constitutes and appoints Buyer and its successors and assigns the agent Receivables of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliversuch Debtor other than Disputed Receivables, in the name order of Seller, receipts or any the oldest amounts owing. Payments from Debtors with respect to Disputed Receivables shall be applied against such Disputed Receivables. NetOptix and the Purchaser shall each timely notify the other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Disputed Receivable. (c) Neither On or promptly after the 180th day following the Closing Date, the Purchaser shall notify NetOptix of Sections 5.2(aall Receivables remaining uncollected as of such date, which notice shall identify each such Receivable by name of Debtor. (d) nor The Asset Sellers (bi) shall apply guaranty to any Accounts Receivable assigned the Purchaser that the Receivables will be collectible in the ordinary course of business up to Seller the aggregate amount of the Net Receivables shown on the Closing Statements as finally determined or settled pursuant to Section 2.3(b)(i3.3 (the "Net Receivables Amount") and (ii) NetOptix shall, at the option of the Purchaser, pay to the Purchaser an amount equal to the excess of the Net Receivables Amount over the amount of the Receivables collected by the date of the Purchaser's written exercise of such option, which shall not be sooner than the 180th day following the Closing. If NetOptix is requested to make a payment to the Purchaser with respect to the uncollected Receivables pursuant to this Section 11.3(d), the Purchaser shall, upon receipt of such payment, (i) assign, transfer, convey and deliver to NetOptix all of the Purchaser's or Leisegang GmbH's right, title and interest to and under such Receivables not so collected (including without limitation all documentation related to such Receivables), free and clear of Encumbrances due to the acts or omissions of the Purchaser and (ii) provide NetOptix with the existing collection history of the Purchaser or Leisegang GmbH for such Receivables. Payment shall be made first from the Escrow Fund, to the extent available, and by NetOptix to the extent of any payments required in excess of the amount available in the Escrow Fund and, if made by NetOptix, by wire transfer in immediately available funds to an account designated by the Purchaser. The Purchaser shall deliver monthly to NetOptix all amounts subsequently collected by the Purchaser or Leisegang GmbH on Receivables which have been so purchased by NetOptix. (e) As used herein the following terms have the following respective meanings:

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Netoptix Corp)

Collection of Accounts Receivable. The Accounts Receivable are and shall remain at all times an Excluded Asset and shall not become the property of Buyer at the Closing. Buyer agrees, for a period of 180 days following the Closing Date, to use Buyer's commercially reasonable efforts to collect the Accounts Receivable in 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 (aunless and only to the extent that such debtor disputes that such account receivable is properly due); provided, however, that such obligation and authority shall not extend to the 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 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 cooperate have 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 and assist 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 connection with 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 accounts and Buyer's determination of uncollectibility. Buyer's obligation to collect the Accounts Receivable as Seller's 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 such month, Buyer shall render a final statement or report showing Accounts Receivable collected and uncollected. Seller may terminate Buyer's right to collect any or all of the Accounts Receivable upon written notice delivered to Buyer, at any time that Seller determines in good faith that Buyer is not pursuing the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment a commercially reasonable manner consistent with Buyer's customary collection procedures with respect to the Accounts Receivable it shall deliver such payment to Buyer its accounts receivable, in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in which event the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, such account or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and accounts shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable's sole responsibility. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (STC Broadcasting Inc)

Collection of Accounts Receivable. (a) Seller At the Closing, Sellers shall cooperate 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 to Buyer, on or immediately after the Closing Date, a complete and detailed statement of the Accounts Receivable. Buyer shall use commercially reasonable best efforts to collect the Accounts Receivable during the period (the “Collection Period”) beginning at the Effective Time and ending on the last day of the fourth full calendar month following the Closing Date consistent with Buyer’s practices for collection of its accounts receivables; provided, however, that such efforts shall not include hiring attorneys or collection agencies to collect such Accounts Receivable. Any payment received by Buyer (i) at any time following the Effective Time, (ii) from a customer of the Station after the Effective Time that was also a customer of the Station prior to the Effective Time and assist 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); provided further, however, that if, prior to the Effective Time, Sellers or, after the Effective Time, Sellers or Buyer in connection received or receives a written notice of dispute from a customer with respect to an Accounts Receivable that has not been resolved, then Buyer shall apply any payments from such customer to such customer’s oldest, non-disputed accounts receivable, whether or not an Accounts Receivable. Buyer shall obtain the collection prior written approval of Sellers before referring any of the Accounts Receivable to a collection agency or to an attorney for collection. Except as otherwise provided herein, Buyer shall incur no liability to Sellers for any collected or uncollected Accounts Receivable. During the Collection Period, neither Seller nor any of its agents, without the consent of Buyer, shall make any direct solicitation of any customers owing the Accounts Receivable for collection purposes. (b) On or before the twentieth day following the end of each calendar month in the Collection Period, Buyer shall deposit into an account identified by Sellers at the time of Closing the amounts collected during the preceding month of the Collection Period with respect to the Accounts Receivable. Buyer shall furnish Sellers with a list of the amounts collected during such calendar month and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment prior calendar months with respect to the Accounts Receivable and a schedule of the amount remaining outstanding under each particular account. Sellers shall be entitled during the sixty-day period following the Collection Period to inspect and/or audit the records maintained by Buyer pursuant to this Section 2.07, upon reasonable advance notice and during normal business hours. (c) Following the expiration of the Collection Period, Buyer shall have no further obligations under this Section 2.07, except that Buyer shall immediately pay over to Sellers any amounts subsequently paid to it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a). Following the Collection Period, Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, after consultation with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense Sellers may pursue collections of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and Buyer shall at Sellers’ expense deliver to defend Sellers all files, records, notes and compromise any and all actions, suits or proceedings that the owner of other materials relating to the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in otherwise cooperate with Sellers for the purpose of collecting any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the outstanding Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the 6.1 Until Bank requests that Account Debtors on Accounts Receivable of Borrower be notified of Bank's security interest therein, Borrower shall continue to collect such Accounts Receivable. Proceeds transmitted to Bank may be handled and administered in and through a remittance or special account; the maintenance of any such account shall take all actions reasonably requested by Buyer in connection therewith. Following be solely for the Closing Dateconvenience of Bank, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller and Borrower shall not have any claimsright, defenses title, or rights to set-off with respect interest in or to any such paymentsaccount or in the amounts at any time appearing to the credit thereof. Seller Bank may apply and credit Proceeds so transmitted or otherwise received by Bank against the outstanding balance in Borrower's Loan Account, however, Bank shall endorse or deposit not be required to credit Borrower's Loan Account with the amount of any checks check or other instruments instrument constituting provisional payment until Bank has received final payment thereof at its office in payment cash or solvent credits accepted by Bank. After the occurrence of an event of default hereunder, Borrower shall, at the Accounts Receivable.request of Bank, notify 6.2 Borrower (i) shall (a) deliver any instrument evidencing an Account to Bank, and (b) In furtherance use its best efforts to collect all of Section 5.2(a)its Accounts in a commercially reasonable manner; and (ii) agrees that no court action or other legal proceeding or garnishment, Sellerattachment, effective upon the Closingrepossession of property, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Sellerdetinue, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts sequestration or any other document necessary repossession shall be attempted by Borrower except by or under the direction of competent legal counsel. Borrower hereby agrees to evidence, collect, indemnify and hold Bank harmless for any loss or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title liability of any kind or character which may be asserted against Bank by virtue of any suit filed, process issued, or any repossession or attempted repossession done or attempted by Borrower or by virtue of any other actions or endeavors which Borrower may make to collect any Collateral. Nothing in and this Section 6 shall be deemed to extend the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner availability of the Accounts Receivable is entitled to defend or compromise. Seller agrees that Revolving Line beyond the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller time noted in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable14 hereof. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Term Credit and Security Agreement (Eagle Geophyical Inc)

Collection of Accounts Receivable. (a) After the Closing, Seller shall cooperate with permit Buyer to collect, in the name of the Seller, all receivables and assist Buyer other items which are included in connection the Purchased Assets and which shall be transferred hereunder, and to endorse with the collection name of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing DateSeller any checks, if Seller receives any payment with respect receivables or other items related to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereofBusiness. Seller shall not have 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 claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks cash or other instruments received property, which Seller may receive in payment respect of such receivables or other Purchased Assets. To effectuate the Accounts Receivable. (b) In furtherance terms and provisions of this Section 5.2(a)8.1, Seller, effective upon the Closing, constitutes Seller hereby designates and appoints Buyer and its successors designees or agents as attorney-in-fact, irrevocably and assigns 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 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 attorney-in-fact amount of Seller, with full power of substitution, the receivable(s) transferred back to execute, sign, endorse, or deliverSeller from Buyer. Correspondingly, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions event that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. collected after the Closing by the Buyer exceed the stated value of the net Accounts Receivable at the Closing Date, Buyer shall promptly pay Seller agrees that such amounts collected in excess of the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including stated value of the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the net Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Standex International Corp/De/)

Collection of Accounts Receivable. (a) The Seller shall cooperate with and assist the Parent jointly and severally guarantee collection by the Buyer in connection with of the collection full face amount of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following within a six (6) month period (the “A/R Collection Period”) commencing on the Closing Date. Subject to the following provisions of this Paragraph 6.4, the Seller and the Parent jointly and severally agree to pay the Buyer an amount equal to the then uncollected balance (the “Reassigned Balance”) of those Accounts Receivable (subject to any reserve reflected on the Financial Statements) which the Buyer elects to reassign (each, a “Notice of Reassignment”) to the Seller (collectively, the “Reassigned Receivables”) within five (5) days of receipt by the Seller of any Notice of Reassignment. The joint and several obligations of the Seller and the Parent under this Paragraph 6.4 are subject to the following provisions: (a) Unless the amount of, or obligation to pay, a specific Account Receivable is disputed by the debtor named therein or if Seller receives the account debtor under any Account Receivable shall direct the application of any payment to a specific outstanding account, all amounts collected by the Buyer from such debtor shall be applied in chronological order starting with respect to the Accounts Receivable it shall deliver oldest receivable or installment, as the case may be, owing by such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivabledebtor. (b) In furtherance of Section 5.2(a), Seller, effective upon The Buyer shall deliver to the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power each Notice of substitutionReassignment, to executea statement setting forth the Reassigned Receivables, sign, endorse, or deliver, in including the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts the debtor and the uncollected balance of each Reassigned Receivable, together with the payment history of such debtor from the Closing Date and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner a copy of the Accounts Receivable is entitled notification given by the Buyer pursuant to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason subparagraph (including the dissolution of Sellerc). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablebelow. (c) Neither On or before the giving of Sections 5.2(a) nor (b) a Notice of Reassignment, the Buyer shall apply provide notification to any Accounts Receivable assigned the related debtors for the Reassigned Receivables to remit all future payments, if any, directly to the Seller pursuant and, to Section 2.3(b)(i)the extent the Buyer receives payment from such debtor after the Buyer provides a Notice of Reassignment but before the Seller receives full payment of the uncollected balance of such Reassigned Receivables, the Buyer shall hold such payment in trust for the benefit of the Seller until the Seller is paid in full in accordance with the provisions of this Paragraph 6.4.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bolt Technology Corp)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Seller hereby (i) authorizes Buyer to open any and all mail addressed to any Seller relating to the Business or the Acquired Assets and delivered to the offices of the Business or otherwise to Buyer if Seller receives received on or after the Closing Date and (ii) appoints Buyer or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to the Accounts Receivable it shall deliver such payment that are Acquired Assets or accounts receivable relating to work performed by Buyer in after the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsClosing, defenses as the case may be, made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableSeller’s order, for Buyer’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Seller agrees that any monies, effective upon checks or negotiable instruments received by any Seller after the Closing Date with respect to Accounts Receivable (including, without limitation, Credit Card Receivables) that are Acquired Assets or accounts receivable relating to work performed by Buyer after the Closing, constitutes as the case may be, shall be held in trust by such Seller for Buyer’s benefit and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableaccount, and to institute and prosecute, in the name of promptly upon receipt by a Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller such payment (but in any manner and for any reason event within five (including 5) Business Days of such receipt), such Seller shall pay over to Buyer or its designee the dissolution amount of Seller)such payments. In addition, Seller Buyer agrees that, after the Closing, it shall hold and shall promptly transfer and deliver to execute Sellers, from time to time as and when received by Buyer or its Affiliates, any further power-of-attorney cash, checks with appropriate endorsements, or other property that Buyer deems reasonably necessary or appropriate its Affiliates may receive on or after the Closing which properly belongs to give effect to this Section 5.2(b) and for Buyer to evidenceSellers hereunder, collect, or otherwise realize upon the Accounts Receivableincluding any Excluded Assets. (c) Neither As of Sections 5.2(a) nor (b) the Closing Date, Buyer shall apply have the sole authority to any xxxx and collect Accounts Receivable assigned that are Acquired Assets and accounts receivable relating to Seller pursuant to Section 2.3(b)(i)work performed by Buyer after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Wet Seal Inc)

Collection of Accounts Receivable. (a) For a period of four months after the Closing, the Purchaser shall assist the Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and utilizing the same efforts it uses in collecting its own receivables. Any amounts collected shall be first applied to the oldest invoice of a particular customer unless such customer requests that such payment be applied against a later invoice or the payment document references a later invoice. Should any collection action (i.e., legal action or a referral to a collection agency) become necessary, the Seller shall take all actions reasonably requested by Buyer in connection therewithfull responsibility for such action at its own expense. Following the Closing Date, if The Seller receives shall not undertake any payment collection efforts with respect to the Accounts Receivable it without first consulting with the Purchaser. The Purchaser and the Seller shall, for the first two months after the Closing, account to each other on a weekly basis (and on a monthly basis for the next two months) for any amounts collected by each respective party and shall deliver remit amounts shown to be due on such payment accounting to Buyer the other party promptly after such accounting (i.e., amounts received by the Purchaser or the Seller in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableReceivable to be the property of the Seller and amounts received by the Purchaser or the Seller in respect of accounts receivable arising from sales on or after the Closing Date to be the property of the Purchaser). During the term of the Temporary Services Agreement or for a period of 12 months, whichever is longer, the Seller shall assist the Purchaser in the collection of Purchaser's accounts receivable utilizing the same efforts it uses in collecting its own receivables. (b) In furtherance of Section 5.2(a), Seller, effective upon Following the Closing, constitutes and appoints Buyer and its successors and assigns at the agent of Seller in the collection request of the Accounts Receivable Purchaser, the Seller shall provide notice to the customers under the Assumed Contracts and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in IPA Sub Contracts that all payments under such Contracts arising from services performed following the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and Closing shall be irrevocable made by Seller in any manner and for any reason (including such customers directly into an account or accounts designated by the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivablePurchaser. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (National Medical Health Card Systems Inc)

Collection of Accounts Receivable. (a) It 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 shall cooperate with 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 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 Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off amounts due with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Acquired Accounts Receivable. (b) In furtherance Receivable or any of Section 5.2(a)the contracts to be transferred by Seller to Buyer pursuant to this Agreement. Such cooperation shall include, Sellerbut not be limited to, effective upon reviewing the Closingbooks and records with respect to any Customer, constitutes assisting with communications with any Customer, and appoints Buyer and its successors and assigns the agent of Seller appearing as a witness in any legal proceedings relating the collection of the any amounts relating to such Acquired Accounts Receivable or contract. Buyer shall collect all of the acquired accounts receivable 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 of Seller not collected by Buyer within one hundred twenty (120) days of the Closing Date shall, at Buyer’s option, be reassigned to Seller, 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 attorney-in-fact of Seller, with full power of substitution, Stockholders shall jointly and severally be obligated to execute, sign, endorse, or deliver, in pay Buyer the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner remaining balance of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller uncollected amount of such receivables in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablecash. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)

Collection of Accounts Receivable. From and after the Closing Date, Parent shall cause Target to use, and Target shall use, commercially reasonable efforts to collect all the accounts receivable of the Target as of the Effective Date as reflected in the final Post-Closing Report (athe "Accounts Receivable"); provided, however, that Target may elect, but shall have no obligation, to retain third parties or institute litigation to collect the same. Within thirty (30) Seller days after the expiration of the first anniversary of the Effective Date, Parent shall cooperate cause Target to prepare, and Target shall prepare and deliver to Company a report which lists (i) the Accounts Receivable which remain uncollected as of the first anniversary of the Effective Date, (ii) provides a summary of the expenses, if any, reasonably incurred with and assist Buyer in connection with respect to the collection of the Accounts Receivable Receivable, and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3iii) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment sets forth a calculation of the Accounts Receivable. "Collected A/R Amount" (b) In furtherance of Section 5.2(a), Seller, effective upon which is defined as the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection sum of the Accounts Receivable collected less the reasonable collection expenses incurred), and the attorney-in-fact of Sellershortfall, with full power of substitutionif any, to execute, sign, endorse, or deliver, in between the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner sum of the Accounts Receivable (net of the reserves for doubtful accounts indicated on the final Post-Closing Balance Sheet) and the Collected A/R Amount . Within ten (10) days after said report is entitled delivered to defend Company, Company shall pay to Parent (or compromisethe applicable Target, at Parent's request), any shortfall indicated on such report. Seller agrees that As to all Accounts Receivable or portions of Accounts Receivable which remain uncollected as of the foregoing powers first anniversary of the Effective Date, following receipt by Parent (or Target as the case may be) from Company of any payment due Parent (or Target as the case may be) with respect to such uncollected Accounts Receivable, Target shall execute, and Parent shall cause Target to execute, upon request, such documents of reassignment or other consents or authorizations as are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate convenient to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon transfer the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any uncollected Accounts Receivable assigned which existed as of the Effective Time or portions thereof to Seller pursuant the Company and to Section 2.3(b)(i)facilitate the enforcement of the reassigned obligations by Company in its own name and right.

Appears in 1 contract

Samples: Merger Agreement (Maxim Group Inc /)

Collection of Accounts Receivable. (a) At Closing, Seller shall cooperate with and assist Buyer in connection with the assign to Buyer, for purposes of collection only, all of the Accounts Receivable that are outstanding and shall take all actions reasonably requested by Buyer in connection therewith. Following 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 eighty (180) days following the Closing Date (the "Collection Period"). This obligation, however, shall not extend to the institution of litigation, employment of counsel or any other extraordinary means of collection. So long as those Accounts Receivable are in Buyer's possession, 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 from any person obligated with respect to any Accounts Receivable shall be applied first to Seller's account, and only after full satisfaction thereof, to Buyer's account; provided, however, that if the customer instructs Buyer to apply such payment to amounts owed by such customer to Buyer, then that account shall be deemed a contested account governed by the following sentence. If, during the Collection Period, any account debtor contests the validity of its obligation with respect to any Account Receivable, then Buyer shall return that Account Receivable to Seller receives 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 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 shall 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 after which Buyer shall have no further obligation to Seller with respect to the Accounts Receivable it shall deliver such Receivable; provided, however, that all funds subsequently received by Buyer (without time limitation) that can be specifically identified, whether by accompanying invoice or otherwise, as a payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of on the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of paid over or forwarded to Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Radio One Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate 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 assist Buyer in connection after the date hereof and prior to December 31, 1997, unless otherwise specifically directed by AT&T, Lucent, as agent for AT&T, will take all commercially reasonable steps consistent with the Lucent Business's 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 of the Accounts Receivable 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 shall take all actions reasonably requested by Buyer expenses incurred in connection therewith. Following After December 31, 1997, the Closing Date, if Seller receives any payment parties will negotiate in good faith with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have final disposition of any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivablethen outstanding Retained Receivables. (b) In furtherance 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 5.2(a7.2) before they are applied to any other account receivable whenever arising for such account debtor (regardless of the respective dates of such accounts receivable or of any specific notation to the contrary by the applicable account debtor), Seller, effective upon unless the Closing, constitutes 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 appoints Buyer (ii) is both due and its successors and assigns paid prior to the agent first due date of Seller in the collection of the Accounts any Retained Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon account receivable of such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableaccount debtor. (c) Neither Each of Sections 5.2(aAT&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 of all accounts receivable (whether Lucent Assets or Retained Receivables). 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 of the end of the prior month. (d) nor By the 15th day of each month (bor if such day is not a business day, by the next business day), Lucent hereby irrevocably agrees to pay over, or cause to be paid over, in immediately available funds to AT&T, at no cost or charge to AT&T or any of its Affiliates (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 AT&T by the date specified in the first sentence of this Section 7.2(d) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i)bear interest at the Prime Rate plus 2% per annum.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Lucent Technologies Inc)

Collection of Accounts Receivable. (a) Promptly after the Closing, the Seller shall cooperate with prepare and assist deliver to Buyer a list of all Accounts Receivable outstanding on the Closing Date. For a period of 90 days after the Closing Date (the "Collection Period") Buyer shall use commercially reasonable efforts to collect the Accounts Receivable. Buyer may, but shall not be obligated to, use a collection agency or commence legal actions in connection with such collection efforts. Promptly after the expiration of the Collection Period, Buyer shall advise Seller of those Accounts Receivable which have not been collected as of the end of the Collection Period which Buyer wishes to have Seller repurchase pursuant to Section 5.13. Within twenty (20) days of receipt of such advice from Buyer, Seller shall purchase (without recourse to Buyer) such designated Accounts Receivable then remaining unpaid for a purchase price thereof equal to the face amount thereof. (b) Upon Seller's repurchase of any unpaid Accounts Receivable pursuant to this Section 5.14, (i) Buyer shall promptly deliver to Seller any tangible evidence of such Account Receivable then in the possession of Buyer or under its control, and (ii) Seller shall be entitled to take any and all actions which it may deem necessary or desirable in order to collect such unpaid Account Receivable. Buyer will, from time to time after such repurchase, execute and deliver to Seller such instruments and other documents as Seller may reasonably request to assist Seller in its collection efforts. (c) In the event that any payment received by Buyer during the Collection Period is remitted by a customer which is indebted under both Accounts Receivable and an account receivable arising out of the sale of inventory in the ordinary course of business after the Closing Date (a "New Receivable"), such payments shall first be applied to the Accounts Receivable due from such customer and the balance remaining after payment in full of all Accounts Receivable due from such customer shall take all actions reasonably requested be applied to the New Receivable; provided, however, that with respect to any Account Receivable which is contested or disputed by the payor thereof in writing prior to the Closing Date or during the Collection Period, the amount in dispute shall be deemed to have been collected by Buyer in connection therewith. Following respect of the New Receivable due from such customer (unless otherwise directed by the customer) (it being understood that undisputed amounts of Accounts Receivable shall be applied in accordance with the priorities set forth above in this Section 5.14). (d) Buyer will cooperate, at Seller's expense, with Seller in collecting any Accounts Receivable which are repurchased by Seller pursuant to this Section 5.14; provided, however, that the foregoing shall not require Buyer to be a party to any action brought by Seller to collect such Accounts Receivable. (e) Xxxxx agrees to furnish Seller within ten (10) days after the end of each month during the Collection Period a statement setting forth the Accounts Receivable collected during such month and a trial balance of the uncollected Accounts Receivable showing the aging thereof as of the end of such month. (f) Seller hereby authorizes Buyer to open any and all mail addressed to Seller (if delivered to Buyer) if received on or after the Closing DateDate and hereby grants to Buyer a power of attorney to endorse and cash any checks or instruments made payable or endorsed to Seller or its order and received by Buyer with respect to Accounts Receivable. (g) Any sums received by Xxxxx in respect of Accounts Receivable (and so identified by the relevant account debtor) after their repurchase by Seller pursuant to Section 5.14 hereof, shall be promptly transmitted by Buyer to Seller. In addition, if receipt by Buyer of unidentified sums of money from an account debtor who owes any Account Receivable repurchased by Seller receives pursuant to Section 5.14 hereof results in such account debtor having an aggregate credit balance with Buyer, Buyer shall promptly transmit to Seller an amount of money equal to the lesser of (A) such aggregate credit balance or (B) the remaining unpaid balance of all Accounts Receivable which have been repurchased by Seller and are payable by such account debtor to Seller. Buyer hereby grants to Seller a power of attorney to endorse and cash any payment checks or instruments made payable or endorsed to Buyer received by Seller with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers which are coupled with an interest and are and shall be irrevocable repurchased by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect pursuant to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable5.14. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Purchase Agreement (Convergent Communications Inc /Co)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Seller hereby (i) authorizes Buyer or its designee to open any and all mail addressed to any Seller relating to the Business or the Acquired Assets and delivered to the offices of the Business or otherwise to Buyer or its designee if Seller receives received on or after the Closing Date and (ii) appoints Buyer, its designee or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer or its designee after the Closing Date with respect to the Accounts Receivable it shall deliver such payment or accounts receivable relating to work performed by Buyer in after the form received within three (3) Business Days after Closing, as the case may be, made payable or endorsed to a Seller or a Seller’s order, for Buyer’s or its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivabledesignee’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, SellerSellers agree that any monies, effective upon checks or negotiable instruments received by any Seller after the Closing Date with respect to Accounts Receivable or accounts receivable relating to work performed by Buyer after the Closing, constitutes as the case may be, shall be held in trust by such Seller for Buyer’s or its designee’s benefit and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableaccount, and to institute and prosecute, in the name of immediately upon receipt by a Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and such payment, such Seller shall pay over to Buyer or its designee the Accounts Receivable, and to defend and compromise amount of such payments without any and all actions, suits right of set off or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablereimbursement. (c) Neither Except to the extent provided otherwise in Section 6(a) of Sections 5.2(athe Subcontract Agreement, as of the Closing Date, Buyer or its designee shall have the sole authority to xxxx and collect Accounts Receivable and accounts receivable relating to work performed by Buyer after the Closing and Sellers shall not instigate or threaten to instigate any claims or litigation in connection with such collection efforts. (d) nor (b) shall apply Notwithstanding anything to the contrary contained in Section 10.06 hereto, any designees of Buyer who acquire any Accounts Receivable assigned to Seller pursuant to hereunder shall be express third party beneficiaries of this Section 2.3(b)(i)9.07.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bearingpoint Inc)

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Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection 9.1 The Company will instruct all of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment its Customers obligated with respect to the its Accounts Receivable it shall to mail or deliver payments on such payment Accounts Receivable directly to Buyer Portxx Xxxital at its address set forth in the form received within three (3) Business Days after its receipt thereofpreamble of this Agreement or to such other address that Portxx Xxxital may specify in a written notice to the Company. Seller Such instructions shall not have be rescinded or modified without Portxx Xxxital's prior written consent. If, despite such instructions, the Company shall receive any claims, defenses or rights to set-off payments with respect to any Accounts Receivable purchased by Portxx Xxxital, it shall receive such paymentspayments in trust for the benefit of Portxx Xxxital, shall segregate such payments from its other funds, and shall deliver or cause to be delivered to Portxx Xxxital, in the same form as so received with all necessary endorsements, all such payments received as soon as practicable, but in no event later than two business days after the receipt thereof by the Company. Seller shall endorse or deposit If the Company fails to turn over to Portxx Xxxital any checks or other instruments form of payment received by it or in payment the event the Company deposit any such checks into its own account, this shall be an event of default of this contract, and in addition the Company shall pay to Portxx Xxxital the entire invoice amount at once plus liquidated damages equal to twenty percent of the amount so deposited. 9.2 Portxx Xxxital shall have the full power and authority to collect each Account Receivable, through legal action or otherwise, and may, in its sole discretion, settle, compromise, or assign (in whole or in part) the claim for any of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and exercise any other right now existing or hereafter arising with respect to institute and prosecute, in the name any of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, if such action will facilitate collection. The amount of any reduction resulting from any such settlement, compromise, assignment or other collection action shall reduce the balance otherwise due to the Company hereunder. The Company acknowledges and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that Portxx Xxxital shall have the foregoing powers are coupled with an interest sole and are exclusive right to commence legal action to collect any Account Receivable. 9.3 If Portxx Xxxital shall agree that certain Account Debtors' invoices be eligible for financing between the thirty-first and sixtieth days beyond their net-thirty due date (i.e., during the period from sixty to ninety days after their origination date), then these invoices shall be deemed "Special Risk," and a further charge of two percent for each thirty-day period in which each of these invoices is outstanding will be collected by Portxx Xxpital, but ninety days after the origination date these Special Risk invoices shall be deemed a Customer Dispute and shall be irrevocable by Seller in any manner and for any reason (including charged back to the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableCompany's account. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Commercial Financing Agreement (Dynagen Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Selling Entity hereby (i) authorizes the Buyer or any Buyer Designee to open any and all mail addressed to any Selling Entity relating to the Business or the Purchased Assets and delivered to the offices of the Business or otherwise to Buyer or any Buyer Designee if Seller receives received on or after the Closing Date and (ii) appoints the Buyer, any payment Buyer Designee or its attorney-in-fact to endorse, cash and deposit any monies, checks or negotiable instruments received by the Buyer of any Buyer Designee after the Closing Date with respect to the Accounts Receivable it shall deliver such payment that are Purchased Assets or accounts receivable relating to work performed by the Buyer in after the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsClosing, defenses as the case may be, made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse Selling Entity or deposit Selling Entity’s order, for the Buyer’s or any checks or other instruments received in payment of the Accounts ReceivableBuyer Designee’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Selling Entity agrees that any monies, effective upon checks or negotiable instruments received by any Selling Entity after the Closing Date with respect to Accounts Receivable that are Purchased Assets or accounts receivable relating to work performed by the Buyer after the Closing, constitutes and appoints Buyer and its successors and assigns as the agent of Seller case may be, shall be held in trust by such Selling Entity for the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts Buyer’s or any other document necessary to evidence, collect, or otherwise realize upon such Accounts ReceivableBuyer Designee’s benefits and accounts, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title promptly upon receipt by a Selling Entity of any kind in and such payment, such Selling Entity shall pay over to the Accounts Receivable, and to defend and compromise Buyer or its designee the amount of such payments without any and all actions, suits right of set off or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller)reimbursement. In addition, Seller the Buyer agrees that, after the Closing, it will hold and will promptly transfer and deliver to execute the Seller, from time to time as and when received by the Buyer or its Affiliates, any further power-of-attorney that Buyer deems reasonably necessary or cash, checks with appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collectendorsements, or otherwise realize upon other property that the Accounts ReceivableBuyer or its Affiliates may receive on or after the Closing which properly belongs to the Selling Entities hereunder, including any Excluded Assets. (c) Neither As of Sections 5.2(athe Closing Date, the Buyer or any Buyer Designee shall have the sole authority to xxxx and collect Accounts Receivable that are Purchased Assets and accounts receivable relating to work performed by the Buyer after the Closing. (d) nor (b) shall apply Notwithstanding anything to the contrary contained hereto, any Buyer Designees who acquire any Accounts Receivable assigned that are Purchased Assets hereunder shall be express third party beneficiaries of this Section 7.19. (e) The terms and conditions of this Section 7.19 shall apply, mutatis mutandis, to Seller pursuant to Section 2.3(b)(i)any Credit Card Receivables that are Purchased Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ascena Retail Group, Inc.)

Collection of Accounts Receivable. (a) Purchaser and Seller shall cooperate with acknowledge ---------------------------------- and assist Buyer in connection with agree that the Acquired Assets do not include the Accounts Receivable. In order to facilitate the transaction provided for herein, Purchaser has agreed to undertake the collection of the Accounts Receivable for the benefit and shall take all actions reasonably requested by Buyer in connection therewith. Following account of Seller on the following terms and conditions: (a) During the period beginning on the Closing Date and ending one hundred eighty (180) days after the Closing Date (the "Collection Period"), Purchaser shall, as agent for Seller, collect the Accounts Receivable (other than the Account Receivable from Mobilemedia and any other Accounts Receivable that are more than ninety (90) days past due on the Closing Date) and except as provided in Section 11.10, if set aside and hold in trust for the benefit of Seller receives any payment with all customer payments received by Purchaser in respect to of the Accounts Receivable it shall deliver such payment to Buyer in (the form received within three (3) Business Days after its receipt thereof"Receivables Proceeds"). Seller Purchaser shall not have any claimsobligation to collect any Accounts Receivables after the expiration of the Collection Period and shall at such time return to Seller all records relating to any Accounts Receivable that remain uncollected. Seller alone shall pursue collection thereof following the expiration of the Collection Period. Except as otherwise set forth herein, defenses each party shall be responsible for any and all of its collection expenses, including attorneys' fees and the fees and commissions of collection agencies. (b) Purchaser shall use reasonable efforts during the Collection Period to collect the Accounts Receivable in a manner consistent with the policies and practices used by Purchaser in the collection of its own accounts receivable and in compliance with all applicable laws, rules and regulations; provided, however, Purchaser shall have no obligation to institute any legal proceedings or rights engage any attorney, collection agency or other person or entity to set-off collect any Account Receivable. (c) If a customer does not specifically identify an invoice, or goods or services that Purchaser can clearly trace to an invoice, when making a payment, taking a credit or disputing an Account Receivable, then Purchaser shall deem all collections from, credits to and disputes by such Customer to be applicable to invoices in order of maturity (e.g., the first collection shall be deemed to be payments of the oldest invoices). (d) If a customer disputes an obligation to pay any Account Receivable and Purchaser determines, in good faith, that Purchaser, as agent for Seller should (i) accept the return of any goods represented by such Account Receivable, (ii) extend the time of payment of, or compromise or settle for cash, credit or otherwise upon any terms, such Account Receivable, and (iii) in connection with any of the acts set forth in clauses (i) or (ii) above, release the customer from any obligation with respect to such Account Receivable, or if a customer directs that payment be applied to outstanding invoices for Accounts Receivable other than in order of maturity or to invoices of Purchaser in preference to outstanding invoices for Accounts Receivable, then Purchaser shall give Seller written notice of such determination. If Purchaser receives from Seller a written objection to the proposed action within ten (10) days of the date of such notice, then Purchaser shall not take such action and, in the case of a payment directed by the customer, shall not apply the payment as so directed but shall apply such payment first to outstanding invoices for the Accounts Receivable in regular order of maturity prior to applying such payment to any other invoices. If Purchaser does not receive from Seller a written objection to the proposed action within such paymentsten (10) day period, then Purchaser may (but shall not be obligated to) take such action or apply such payment as directed. If the proposed action contemplates that Purchaser accept the return of any goods represented by any Account Receivable, then, at the option of Purchaser, Purchaser may either (i) retain such goods, in which case title to such goods shall be deemed to have passed to Purchaser and Purchaser shall pay to Seller an amount equal to the value of the Account Receivable represented by such goods, or (ii) return such goods to Seller at Seller's risk and expense. (e) If a customer disputes its obligation to pay any Account Receivable and Purchaser determines, in good faith, that Purchaser should institute legal proceedings against such customer to collect such Account Receivable, then Purchaser shall give Seller written notice of such determination. If Purchaser receives the written authorization of Seller to institute such proceedings within ten (10) days after the date of such notice, then Purchaser may (but shall not be obligated to) institute such proceedings. If Purchaser does not receive such authorization within such ten (10) day period, then Purchaser shall not institute such proceedings. (f) Seller hereby constitutes and appoints Purchaser as the attorney- in-fact of Seller to exercise at any time any and all of the following powers: to receive, open and dispose of all mail addressed to Seller and reasonably believed by Purchaser to relate to the Accounts Receivables, and notify the postal authorities to change the address for delivery of all mail addressed to Seller and reasonably believed by Purchaser to relate to the Accounts Receivables to such address as Purchaser may designate (provided that items not relating to the Accounts Receivables shall be returned to Seller); to endorse or deposit the name of Seller on any checks checks, money orders, or other instruments received evidences of indebtedness that Purchaser receives in payment of the Accounts Receivable. (b) In furtherance Receivables; to sign the name of Section 5.2(a)Seller on any invoices, documents, drafts against and notices to account debtors or obligators of Seller, effective upon assignments and requests for verification of accounts in each case relating to the ClosingAccounts Receivables; to execute proofs of claim and loss relating to the Accounts Receivables under insurance policies or otherwise, constitutes to execute releases relating to the Accounts Receivables; and appoints Buyer to do all other acts and its successors and assigns things that Purchaser believes in good faith to be necessary or advisable to collect the agent Accounts Receivables in accordance with this agreement. The appointment of Purchaser as the attorney- in-fact of Seller in is coupled with an interest and shall be irrevocable during the collection period. All acts of the Accounts Receivable and Purchaser as the attorney-in-fact of SellerSeller are hereby ratified and approved, and Purchaser shall not have any liability for any acts of commission or omission, for any error of judgment or from any mistake of fact or law; provided, however, the foregoing shall not eliminate or limit the liability of Purchaser for acts or omissions that constitute gross negligence, willful and intentional misconduct or a violation of law. (g) Ninety (90) days after the commencement of the Collection Period and within ten (10) days after the end of the Collection Period, Purchaser shall pay to Seller an amount equal to the Receivables Proceeds collected by Purchaser together with full power interest paid on such amount of substitutionthe Receivables Proceeds by virtue of the deposit of such amount in an interest bearing account as hereinafter provided, less any amounts set-off against the Receivables Proceeds as permitted in Section 11.10 below, and less amounts paid by Purchaser for the account of Seller as provided in Section 1.3(i) below. Purchaser shall not be obligated to executedeliver to Seller any original checks, sign, endorse, drafts or deliver, other evidences of indebtedness received by Purchaser. Purchaser shall deposit all Receivables Proceeds in a segregated interest bearing account (the "Escrow Account") until paid to or for the account of Seller or until set-off against as herein provided. All funds in the name Escrow Account shall be held for the benefit of Seller, receipts subject to the set- off rights of Purchaser set forth in Section 11.10. If any of the Accounts Receivables includes a specific charge for any tax payable to any governmental tax authority, Purchaser may pay the amount of such charge to the proper taxing authority for the account of Seller. (h) Purchaser shall not have any liability for delay of any kind occurring in the settlement, collection or payment of any Account Receivables or any other document necessary to evidence, collect, instrument received in payment thereof or otherwise realize upon such Accounts Receivableany damage resulting therefrom, and Seller shall have no right, whether by defense, set-off or otherwise, against Purchaser for the failure to institute collect any Account Receivable. Except as specifically set forth elsewhere in this Agreement, Purchaser does not assume any of Seller's obligations under any contract or agreement relating to any account receivable and prosecuteshall not be responsible or liable in any way for the performance by Seller of any of the terms and conditions thereof. (i) At the request of Seller, but subject to the prior right of Purchaser to set-off against the Receivables Proceeds as provided in Section 11.10, Purchaser shall pay out of the name of Seller or Buyer but on behalf of, Receivables Proceeds and for the benefit of, Buyer, account of Seller all trade accounts payable first billed to Seller after the Closing Date and at all Proration Items (as hereinafter defined) that are the expense responsibility of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title Seller. Seller shall notify Purchaser in writing of any kind in and payments to be made by Purchaser pursuant to this Section 1.3(i). Purchaser shall make such payment, to the Accounts Receivableextent funds are available from the Receivables Proceeds, as soon as commercially practical following its receipt of such written notice. In making such payment, Purchaser shall act solely as Seller's agent and Purchaser does not and is not deemed to defend become liable for the obligation to be paid. (j) On the tenth (10th) day of each month during the Collection Period and compromise any and all actionson the tenth (10th) day after the end of the Collection Period, suits or proceedings that the owner of Purchaser shall provide to Seller a report setting forth the Accounts Receivable is entitled collected in the preceding month, the Accounts Receivable remaining outstanding, all amounts of the Receivables Proceeds against which Purchaser asserted or claimed a right of set-off during such preceding month as herein permitted, and all amounts paid during such month for the account of Seller as provided in Section 1.3(i) above. Notwithstanding anything to defend the contrary expressed or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In additionimplied herein, Seller agrees to execute alone shall collect the Account Receivable existing as of the Closing Date from Mobilemedia and any further power-of-attorney Account Receivable that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(bis more than ninety (90) and for Buyer to evidence, collect, or otherwise realize upon days past due as of the Accounts ReceivableClosing Date. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Satellink Communications Inc)

Collection of Accounts Receivable. (a) From and after Closing, Buyer shall collect, and promptly deposit, all accounts receivable of the Seller as of the Effective Date ("Closing Receivables"), in the ordinary course of business and shall cooperate not discount, except in the ordinary course of business consistent with and assist Buyer the past practice of the Seller, any such accounts receivable or permit any account debtor any right of set-off for claims arising out of or in connection with the collection conduct of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableClosing. (b) In furtherance At such time as Buyer shall have received, in cleared funds, [**************] of Section 5.2(athe amount of Closing Receivables and/or the Closing Receivables as defined in the Asset Purchase Agreement dated November 2, 1998, among Buyer, Protocol Holdings, Inc., Anserphone of New Orleans, Inc. and Charxxx X. Xxxx, Xx. xxx C. Bxxxxxx Xxxd ("Xollection Threshold"), all amounts thereafter collected thereon shall be shared by Buyer and the Seller (i) [****] to the Seller ("Excess Receivables") and (ii) [****] to Buyer. Buyer shall make payments to the Seller in respect of the Excess Receivables promptly after then end of each month. Until such time as Buyer shall make payments of amounts due to the Seller pursuant to this Section 9.1, Buyer shall hold the amounts thereof in trust for the Seller, effective but shall not be obligated to segregate any such amounts. All payments received from account debtors of Buyer shall be applied first against the oldest outstanding undisputed obligations of such account debtor to Buyer, notwithstanding any direction of such account debtor to the contrary. In the event that Buyer shall receive written notice from any account debtor which shall dispute the amount of any Closing Receivable, or shall be otherwise unable to collect any Closing Receivable, the Seller shall cooperate with, and assist, Buyer in the resolution of such dispute, if any, and the collection of such receivable. Buyer shall not otherwise be obligated to commence any action against, or alter its relationship with, any such account debtor. At the request of Buyer, and upon Buyer's assignment to the ClosingSeller of any disputed Closing Receivable or Closing Receivable which is more than 90 days past due, constitutes and appoints Seller shall pay to Buyer and its successors and assigns the agent full amount thereof, to the extent, but only to the extent, that the Collection Threshold has not then been met. At the request of the Seller, Buyer shall assign to the Seller all Closing Receivables which are more than 150 days past due upon Seller's payment to Buyer of the full amount thereof, to the extent, but only to the extent, that the Collection Threshold has not been met. To the extent that the Seller shall utilize the capabilities of the Buyer (I.E., personnel, facilities, etc.) in the collection of such assigned Closing Receivables the Accounts Receivable Seller shall pay to the Buyer a factoring fee of fifteen (15%) percent of all collections thereon. (c) In furtherance and the not in limitation of Buyer's rights hereunder, Buyer is hereby expressly authorized, and is hereby irrevocably appointed as attorney-in-fact of Sellerfact, with full power of substitution, to executeact in Seller's name and stead, sign, endorse, or deliverto take any and all actions it may, in the name of Sellerits discretion, receipts or any other document deem necessary to evidencecollect all Closing Receivables, collect, to endorse the Seller's name on any and all instruments and other payments thereon or otherwise realize upon such Accounts Receivable, with respect thereto and to institute and prosecutedeposit all payments, in the name of Seller or Buyer but on behalf ofany form received, and for the benefit of, Buyer, and at the expense in accounts of Buyer, all proceedings and actions that Buyer may deem desirable subject to collect, assert or enforce any claim, right or title Buyers obligations pursuant to Section 9.2 (b) above. This power of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable attorney is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableinterest. (cd) Neither It is expressly acknowledged and agreed that any amount received by a stockholder in respect of Sections 5.2(a) nor (b) a Closing Receivable shall apply be deemed to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i)have been received by him as an employee of Buyer and on its behalf.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Seller hereby (i) authorizes Buyer to open any and all mail addressed to any Seller relating to the Business or the Purchased Assets and delivered to the offices of the Business or otherwise to Buyer if Seller receives received on or after the Closing Date and (ii) appoints Buyer or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to the Accounts Receivable it shall deliver such payment that are Purchased Assets or accounts receivable relating to work performed by Buyer in after the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsClosing, defenses as the case may be, made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts ReceivableSellers’ order, for Xxxxx’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Seller agrees that any monies, effective upon checks or negotiable instruments received by any Seller after the Closing Date with respect to Accounts Receivable that are Purchased Assets or accounts receivable relating to work performed by Buyer after the Closing, constitutes as the case may be, shall be held in trust by such Seller for Buyer’s benefit and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableaccount, and to institute and prosecute, in the name of promptly upon receipt by a Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller such payment (but in any manner and for any reason event within one (including 1) Business Day of such receipt), such Seller shall pay over to Buyer or its designee the dissolution amount of Seller)such payments. In addition, Seller Xxxxx agrees that, after the Closing, it shall hold and shall promptly transfer and deliver to execute Sellers, from time to time as and when received by Buyer or its Affiliates, any further power-of-attorney cash, checks with appropriate endorsements, or other property that Buyer deems reasonably necessary or appropriate its Affiliates may receive on or after the Closing which properly belongs to give effect to this Section 5.2(b) and for Buyer to evidenceSellers hereunder, collect, or otherwise realize upon the Accounts Receivableincluding any Excluded Assets. (c) Neither As of Sections 5.2(a) nor (b) the Closing Date, Buyer shall apply have the sole authority to any bill and collect Accounts Receivable assigned that are Purchased Assets and accounts receivable relating to Seller pursuant to Section 2.3(b)(i)work performed by Buyer after the Closing.

Appears in 1 contract

Samples: Equity and Asset Purchase Agreement (Priority Technology Holdings, Inc.)

Collection of Accounts Receivable. (a) Seller Upon and after the Closing, the Purchaser shall have the 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 assist Buyer 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 the collection of such accounts. Payments received from customers in respect of any Receivables shall be applied to the Accounts 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 take all actions reasonably requested by Buyer in connection therewith. Following use commercially reasonable efforts to collect the Receivables (but shall not be obligated hereunder to bring any action to collect any Receivables) but if it shall fall to collect the full amount of any such Receivable within 180 days after the Closing Date, Purchaser shall have the right to put such Receivable to EHGI (or ESI, if Seller receives any payment with respect to EHGI is no longer in existence), whereupon ESI or EHGI (as applicable) shall repurchase such Receivable from Purchaser at the Accounts Receivable it shall deliver such payment to Buyer in the form received within three face amount thereof; provided, however, that ESI or EHGI (3as applicable) Business Days after its receipt thereof. Seller shall not have any claimsobligation to repurchase any Receivables until the aggregate amount of Receivables which Purchaser has a right to, defenses and has elected to, put to ESI or rights to set-off with respect to EHGI (as applicable) exceeds the amount of any reserve for such payments. Seller shall endorse or deposit any checks or other instruments received in payment Receivables as of the Accounts Receivable. 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 (bas applicable) In furtherance any 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 Section 5.2(a)a receivable to ESI or EHGI, SellerPurchaser will cooperate with ESI or EHGI, effective upon the Closingat its reasonable request, constitutes in endeavoring to collect all Receivables put to ESI or EHGI by furnishing, at ESI or EHGI's cost and appoints Buyer expense, such information, testimony and its successors and assigns the agent of Seller other assistance as ESI or EHGI may reasonably require in the connection with collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableaccounts. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Verso Technologies Inc)

Collection of Accounts Receivable. (a) From and after the Closing, Seller and Seller Parent shall cooperate with and assist Buyer promptly (but in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Dateno event later than seven days after receipt thereof) remit to Purchaser, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three or in such other form as Purchaser may reasonably request, any payments or remittances which Seller, Seller Parent or any their respective Affiliates receive (3such as payments of Purchased Accounts Receivable) Business Days after its receipt thereof. Seller shall not have any claimswhich are included in the Purchased Assets or which otherwise belong to Purchaser, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks regardless of the form in which received (be it cash, instruments or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(aproperty), Seller, effective upon all of which Seller and Seller Parent acknowledge and agree are and shall be the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivableproperty of, and to institute and prosecute, in for the name of Seller or Buyer but on behalf of, account and for the benefit of, BuyerPurchaser. Seller and Seller Parent shall cooperate with Purchaser and Purchaser's representatives to ensure that Purchaser receives all such payments or remittances, including endorsing any such remittance over to Purchaser or its designee. (b) From and at after the expense of BuyerClosing, all proceedings Seller and actions that Buyer may deem desirable Seller Parent shall deliver to collectPurchaser promptly following receipt, assert but in no event later than two days after receipt, by Seller or enforce any claim, right or title Seller Parent of any kind checks or other instruments or evidences of Indebtedness received by Seller or Seller Parent (made payable to Seller, Seller Parent or otherwise) in and payment of any Purchased Accounts Receivable or otherwise in respect of any Purchased Asset, or any mail, packages or other communications addressed to Seller, Seller Parent or their respective Affiliates related to the Accounts Receivable, and Business. Purchaser may choose to defend and compromise endorse without recourse the name of Seller or Seller Parent on any and all actions, suits check or proceedings that the owner any other evidences of the Indebtedness received by Purchaser in respect of any Purchased Accounts Receivable is entitled or other Purchased Assets pursuant to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution Powers of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableAttorney. (c) Neither During the period commencing on the Closing Date and ending on the ninetieth (90th) day after the Closing Date, (i) Purchaser shall use commercially reasonable efforts to collect the Purchased Accounts Receivable (provided that Purchaser shall not be required to submit any uncollected Purchased Accounts Receivable for collection by any third party or to take any action to collect such Purchased Accounts Receivable that Purchaser deems in good faith to be adverse to its business interests or relationships), and (ii) Seller and Seller Parent shall assist Purchaser (as reasonably requested by Purchaser) in the collection of Sections 5.2(athe Purchased Accounts Receivable. Any Uncollected Purchased Accounts Receivable remaining uncollected as of the ninetieth (90th) nor day after the Closing shall be transferred to Seller and the amount of such Uncollected Purchased Accounts Receivable shall be reimbursed to Purchaser through the Closing Working Capital Adjustment in accordance with Section 2.8. If Purchaser subsequently collects any amounts which were included in the Uncollected Purchased Accounts Receivable Amounts and reimbursed to Purchaser through the Closing Working Capital Adjustment, Purchaser shall promptly remit to Seller or Seller Parent (bas directed by Seller and Seller Parent) the amount so collected. Seller and Seller Parent shall apply use commercially reasonable collection practices in collecting any Uncollected Purchased Accounts Receivable and will not take any adverse collection action or other action which may adversely affect Purchaser's relationship with any Person with whom it has a business relationship after the Closing, including commencing any collection Action or referring any such Uncollected Purchased Accounts Receivable to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i)third party for collection, without first consulting in good faith with the Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection 9.1 The Company will instruct all of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment its Customers obligated with respect to the its Accounts Receivable it shall to mail or deliver payments on such payment Accounts Receivable directly to Buyer Pxxxxx Capital at its address set forth in the form received within three (3) Business Days after its receipt thereofpreamble of this Agreement or to such other address that Pxxxxx Capital may specify in a written notice to the Company. Seller Each invoice shall bear the following instructions prominently displayed in large bold type: “This invoice has been assigned to Pxxxxx Capital Corporation for the account of LUMEA, INC., a Nevada corporation, known or trading as LUMEA STAFFING OF CA, INC., a Nevada corporation, LUMEA STAFFING, INC.., a Nevada corporation, and LUMEA STAFFING OF IL, INC., an Illinois corporation, and must be paid to c/o Porter Capital Corporation, P. O. Bxx 00000, Xxxxxxxxxx, XX 00000.” Such instructions shall not have be rescinded or modified without Pxxxxx Capital's prior written consent. If, despite such instructions, the Company shall receive any claims, defenses or rights to set-off payments with respect to any Accounts Receivable purchased by Pxxxxx Capital, it shall receive such paymentspayments in trust for the benefit of Pxxxxx Capital, shall segregate such payments from its other funds, and shall deliver or cause to be delivered to Pxxxxx Capital, in the same form as so received with all necessary endorsements, all such payments received as soon as practicable, but in no event later than two business days after the receipt thereof by the Company. Seller shall endorse or deposit If the Company fails to turn over to Pxxxxx Capital any checks or other instruments form of payment received by it, or in the event the Company deposits any such checks or payments into its own account, the Company must deliver to Pxxxxx Capital either the payment in the identical form received or the cash equivalent of the amount of the Misdirected Payment within two (2) business days. If the Company fails to deliver such value within said two (2) business days or if the Company shall present any invoice to Pxxxxx Capital for an advance against which merchandise has not been shipped, services have not been rendered or work performed (an “Invalid Invoice”), this shall be an event of default of this contract, and in addition, as the exact costs to Pxxxxx Capital of such actions by the Company are difficult if not impossible to calculate, the Company shall pay to Pxxxxx Capital the entire invoice amount at once plus liquidated damages equal to twenty-five percent of the amount so deposited or the Invalid Invoice amount submitted to Pxxxxx Capital. 9.2 Pxxxxx Capital shall have the full power and authority to collect each Account Receivable, through legal action or otherwise, and may, in its sole discretion, settle, compromise, or assign (in whole or in part) the claim for any of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and exercise any other right now existing or hereafter arising with respect to institute and prosecute, in the name any of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, if such action will facilitate collection. The amount of any reduction resulting from any such settlement, compromise, assignment or other collection action shall reduce the balance otherwise due to the Company hereunder. The Company acknowledges and agrees that Pxxxxx Capital shall have the sole and exclusive right to defend and compromise commence legal action to collect any and all actionsAccount Receivable. To allow an interval for checks to clear the federal banking system, suits or proceedings Pxxxxx Capital shall have the right to extend constructive receipt of payments that the owner Pxxxxx Capital receives on behalf of the Accounts Receivable Company by three business days for in state checks received and by five business days for out of state checks received. 9.3 Should Company receive and deposit or otherwise convert into cash any payment from any account debtor when such payment was due Pxxxxx Capital, and because the damage to Pxxxxx Capital cannot be quantified, the Company may be held liable to Pxxxxx Capital as liquidated damages for three times the amount of such converted payment or five thousand dollars, whichever is entitled the larger amount (the “Misdirected Payment Fee”). The enforcement or non-enforcement of these damages shall not be considered a waiver of any remedy or default, nor shall it be construed a precedent for future discretionary actions available to defend or compromise. Seller agrees Pxxxxx Capital. 9.4 If Pxxxxx Capital shall agree that certain Account Debtors' invoices be eligible for financing between the foregoing powers are coupled with an interest thirty-first and are sixtieth days beyond their net-thirty due date (i. e., during the period from sixty to ninety days after their origination date), then these invoices shall be deemed "Special Risk," and a further charge of one and one-half percent for each fifteen-day period in which each of these invoices is outstanding will be collected by Pxxxxx Capital, but ninety days after the origination date these Special Risk invoices shall be deemed a Customer Dispute and shall be irrevocable by Seller in any manner and for any reason (including charged back to the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableCompany's account. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Commercial Financing Agreement (EMTA Holdings, Inc.)

Collection of Accounts Receivable. (a) Commencing on the Closing Date and continuing through the Repurchase Date (the “Interim Receivables Period”), Buyer shall exercise reasonable commercial efforts, in the Ordinary Course of Business and consistent with its collection practices (which need not include commencement of litigation), to collect all Accounts Receivable. During the Interim Receivables Period, Buyer shall have the authority to settle any Accounts Receivable, in its sole discretion, in such amounts and on such terms as it deems to be commercially reasonable under the circumstances; provided that, for so long as he is employed by the Buyer, the approval of Xxxxxx Xxxxx will be required for any write-off, write-down or other compromise regarding any Accounts Receivable; provided further, that if Xx. Xxxxx is not so employed, the approval of Seller shall cooperate with and assist Buyer in connection with the collection will be required for any write-off, write-down or other compromise of the any Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewithof more than $10,000, such approval not to be unreasonably withheld or delayed. Following Payments received during the Closing DateInterim Receivables Period, if any, which are not otherwise designated to be applied to a particular invoice, shall be applied to the oldest applicable invoice. None of TVI, the Buyer nor their agents or employees shall be liable to any Member or Seller receives for any payment error of judgment, or any action taken, suffered or omitted to be taken during the Interim Receivables Period with respect regard to the Accounts Receivable it shall deliver such payment to Buyer Receivable, except in the form received within three (3) Business Days after case of gross negligence, willful misconduct or fraud. The Parties agree to consult and cooperate as necessary and reasonable under the circumstances to promote the efficient collection of all Accounts Receivable during the Interim Receivables Period. Upon reasonable request, Buyer shall provide written detail to Seller from time to time during the Interim Receivables Period regarding its receipt thereof. Seller shall not have any claims, defenses or rights to set-off collection efforts associated with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the all uncollected Accounts Receivable. (b) In furtherance Buyer shall have the right, by written notice (the “Receivables Notice”) to Seller given on or after one hundred fifty (150) days following the Closing Date (or with specific respect to Accounts Receivable consisting on the Closing Date of Section 5.2(apercentage of completion revenues and earned but unbilled revenues, on or after one hundred fifty (150) days following the date such amounts first become due and payable)(alternatively, the “Repurchase Date”), Sellerto require Seller to repurchase for cash and without recourse, effective upon within ten (10) Business Days of the Closingdate of the Receivables Notice, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection all of the Accounts Receivable of Seller reflected on the books and records of the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in Seller on the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Closing Date that are at the Repurchase Date uncollected (the “Uncollected Accounts Receivable”). In such an event, and to institute and prosecuteSeller shall, in the name of Seller or Buyer but on behalf of, and for the benefit of, without further demand from Buyer, and at repurchase all Uncollected Accounts Receivable for a purchase price equal to their aggregate face value (less the expense aggregate amount of Buyerthe reserve or allowance for bad debts as shown on the Final Balance Sheet (which shall be $100,000), all proceedings and actions that Buyer may deem desirable to collectless any write-off, assert write-down or enforce any claim, right or title of any kind in and other compromise during the Interim Receivables Period relating to the Accounts ReceivableReceivable as existing as of ASSET PURCHASE AGREEMENT the Closing Date made in accordance with Section 7.8(a) above), and Seller shall pay such funds by wire transfer of immediately available funds to defend an account designated by the Buyer. In such an event, Buyer shall execute and compromise any and deliver to Seller all actions, suits or proceedings that the owner instruments as shall be reasonably necessary to effectively vest in Seller all of the right, title and interest of Buyer with respect to any Uncollected Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable repurchased by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i)this subsection without representation or recourse.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tvi Corp)

Collection of Accounts Receivable. (a) Seller shall cooperate with promptly transfer and assist Buyer deliver to Purchaser any cash or other property that it may receive following Closing in connection with payment of any of the collection Accounts Receivable. Seller shall refer to Purchaser any inquiries received by Seller following Closing relative to the Accounts Receivable. In the event that any of the Accounts Receivable and as itemized on Section 2.15 of the Seller Disclosure Schedule are not collected by Purchaser after using commercially reasonable collection efforts (which shall take all actions reasonably requested by Buyer in connection therewith. Following not require Purchaser to incur any expense) within one hundred eighty (180) days from the Closing Date, Seller shall pay to Purchaser within three days thereafter (which payment may be accomplished in whole or in part, at the option of the Purchaser, by the Purchaser setting off any amount owed to Seller or Stockholders by Purchaser) the amount of such uncollected Accounts Receivable (the "Uncollected Accounts Receivable"), net of any reserves for accounts receivable included in the 12/31/04 Balance Sheet. Any such Uncollected Accounts Receivable that are not with continuing customers and are not the result of billing error shall be assigned to Seller without recourse and Seller shall have the right to pursue collection of such Uncollected Accounts Receivable (and Purchaser agrees that such collection actions shall not violate any non-competition or non-solicitation covenants to which Seller is bound hereunder). Purchaser agrees to credit collections of Accounts Receivable in accordance with customer payment instructions, if Seller receives any payment with respect indicated, and otherwise using a first in, first out method. If and to the Accounts Receivable it extent that Seller does not pay to Purchaser the full amount owed to Purchaser pursuant to this Section 1.9, the Stockholders shall deliver be obligated, without further demand or notice, to pay to Purchaser such payment amount as is necessary to Buyer in cause the form received within three (3) Business Days after its receipt thereof. Seller shall not have aggregate payments to Purchaser to equal the amount of any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Uncollected Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovative Software Technologies Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with It is the intent and assist Buyer in connection with the collection agreement of the Accounts Receivable and Parties that the Buyer shall take be entitled to all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of income generated from the Accounts Receivable and the attorney-in-fact of Contracts transferred by the Seller to the Buyer pursuant to this Agreement. If any Customer, with respect to any Account Receivable or Contract which belongs to the Buyer pays the Seller, with full power the Seller shall remit to the Buyer, within ten (10) days of substitution, to execute, sign, endorse, or deliver, in the name of receipt thereof by the Seller, receipts or any other document necessary all payments so received from such Customer. The Seller and the Members shall, at no expense to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, provide such reasonable cooperation and at assistance as may be requested by the expense of Buyer, all proceedings and actions that Buyer may deem desirable from time to collect, assert or enforce any claim, right or title time to assist with the collection of any kind in and amounts due with respect to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled or any of the Contracts to defend or compromisebe transferred by the Seller to the Buyer pursuant to this Agreement. Seller agrees that Such cooperation shall include, but not be limited to, reviewing the foregoing powers are coupled books and records with an interest respect to any Customer, assisting with communications with any Customer, and are and shall be irrevocable by Seller appearing as a witness in any manner legal proceedings relating the collection of any amounts relating to such Accounts Receivable or such Contract. The Buyer shall collect all of such Accounts Receivable for its account in accordance with its reasonable business practices and for applicable Law, but shall not be required to bring any reason action or take any extraordinary steps to collect any such Accounts Receivable. Any Accounts Receivable not collected by the Buyer within ninety (including 90) days of the dissolution Closing Date shall, at the Buyer’s option, be reassigned to the Seller, and the Buyer may, at its option: (i) request the Escrow Agent to release from the Escrow Fund (in accordance with the terms of Seller). In additionthe Escrow Agreement) the amount of such uncollected receivables from the Escrow Fund, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collectif available, or otherwise realize upon (ii) if the Accounts Receivableremaining balance of the Escrow Fund is insufficient to cover the amount of such uncollected receivables, then the Seller and the Members shall jointly and severally be obligated to pay the Buyer the remaining balance of the uncollected amount of such receivables in cash. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following 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 Seller receives received on or after the Closing Date and (ii) appoints Purchaser, its designee or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Purchaser or its designee after the Closing Date with respect to Included Pharma Receivables, the Accounts Receivable it shall deliver such payment other Assets or accounts receivable relating to Buyer in work performed by Purchaser after the form received within three (3) Business Days after Closing, as the case may be, made payable or endorsed to a Seller or a Seller’s order, for Purchaser’s or its receipt thereofdesignee’s own account. Seller shall not have any claimsPurchaser expressly agrees that all monies, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other negotiable instruments received by Purchaser that relate to the Non-Pharma Receivables (as defined in payment of the Accounts ReceivableSection 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) In furtherance As of Section 5.2(a)the Closing Date, Seller(i) Seller agrees that any monies, effective upon 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, constitutes as the case may be, shall be held in trust by Seller or such Subsidiary for Purchaser's or its designee's benefit and appoints Buyer account, and immediately upon receipt by Seller or its successors 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 assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller(ii) Purchaser agrees that any monies, with full power of substitution, to execute, sign, endorse, checks or deliver, in the name of Seller, receipts negotiable instruments received by Purchaser or any other document necessary of its Subsidiaries after the Closing Date with respect to evidenceNon-Pharma Receivables, collectthe Excluded Assets, as the case may be, shall be held in trust by Purchaser or otherwise realize upon such Accounts ReceivableSubsidiary for Seller's 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 institute and prosecute, in the name of be paid) over to Seller or Buyer but on behalf of, and for its designee the benefit of, Buyer, and at the expense amount of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert such payments without any right of set off or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablereimbursement. (c) Neither As of Sections 5.2(athe Closing Date, (i) nor Purchaser or its designee shall have the sole authority to bxxx and collect Included Pharma Receivables and accounts receivable relating to work performed by Purchaser after the Closing and Seller shall not (band 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 apply have the sole authority to bxxx and collect all accounts receivable (other than Included Pharma Receivables and those otherwise included in the Assets) (collectively, “Non-Pharma Receivables”) after the Closing and Purchaser shall not (and shall cause its Subsidiaries not to) instigate or threaten to instigate any Accounts Receivable assigned 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 Purchaser who acquire any Included Pharma Receivables hereunder shall be express third party beneficiaries of the provisions of this Section 4.14 relating to the Pharma Included Receivables, and (ii) any designees of Seller pursuant who acquire any Non-Pharma Receivables shall be express third party beneficiaries of the provisions of this Section 4.14 relating to Section 2.3(b)(i).the Non-Pharma Receivables

Appears in 1 contract

Samples: Asset Purchase Agreement (Response Genetics Inc)

Collection of Accounts Receivable. (a) Upon and after the Closing, Purchaser shall have the 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 assist Buyer 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 the collection of such accounts. Payments received from customers in respect of any Receivables shall be applied to the Accounts 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 take all actions reasonably requested by Buyer in connection therewith. Following use commercially reasonable efforts to collect the Receivables (but shall not be obligated hereunder to bring any action to collect any Receivables) but if it shall fail to collect the full amount of any such Receivable within 180 days after the Closing Date, if Purchaser shall have the right to put such Receivable to Seller, whereupon Seller receives any payment with respect to shall repurchase such Receivable from Purchaser at the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt face amount thereof. ; provided, however, that Seller shall not have any claims, defenses or rights obligation to set-off with respect to repurchase any such payments. Seller shall endorse or deposit any checks or other instruments received in payment Receivables until the aggregate amount of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts ReceivableReceivables which Purchaser has a right to, and has elected to, put to institute and prosecute, in Seller exceeds the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title amount of any kind in and reserve for such Receivables reflected on the September 30, 2000 balance sheet previously delivered to the Accounts ReceivablePurchaser (or, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller if delivered pursuant to Section 2.3(b)(i7.1(8) above, the balance sheet as at the date provided therein), 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 Seller. Notwithstanding the foregoing, Purchaser shall not have the right to put to Seller any 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 a receivable to EGI, Purchaser will cooperate with Seller, at its reasonable request, in endeavoring to collect all Receivables put to EGI by furnishing, at Seller's cost and expense, such information, testimony and other assistance as Seller may reasonably require in connection with collection of such accounts.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Aremissoft Corp /De/)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following 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 Seller receives received on or after the Closing Date and (ii) appoints Purchaser, its designee or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Purchaser or its designee after the Closing Date with respect to Included Pharma Receivables, the Accounts Receivable it shall deliver such payment other Assets or accounts receivable relating to Buyer in work performed by Purchaser after the form received within three (3) Business Days after Closing, as the case may be, made payable or endorsed to a Seller or a Seller’s order, for Purchaser’s or its receipt thereofdesignee’s own account. Seller shall not have any claimsPurchaser expressly agrees that all monies, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other negotiable instruments received by Purchaser that relate to the Non-Pharma Receivables (as defined 32 in payment of the Accounts ReceivableSection 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) In furtherance As of Section 5.2(a)the Closing Date, Seller(i) Seller agrees that any monies, effective upon 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, constitutes as the case may be, shall be held in trust by Seller or such Subsidiary for Purchaser's or its designee's benefit and appoints Buyer account, and immediately upon receipt by Seller or its successors 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 assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller(ii) Purchaser agrees that any monies, with full power of substitution, to execute, sign, endorse, checks or deliver, in the name of Seller, receipts negotiable instruments received by Purchaser or any other document necessary of its Subsidiaries after the Closing Date with respect to evidenceNon-Pharma Receivables, collectthe Excluded Assets, as the case may be, shall be held in trust by Purchaser or otherwise realize upon such Accounts ReceivableSubsidiary for Seller's 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 institute and prosecute, in the name of be paid) over to Seller or Buyer but on behalf of, and for its designee the benefit of, Buyer, and at the expense amount of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert such payments without any right of set off or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablereimbursement. (c) Neither As of Sections 5.2(athe Closing Date, (i) nor Purchaser or its designee shall have the sole authority to xxxx and collect Included Pharma Receivables and accounts receivable to the extent relating to work performed by Purchaser after the Closing and Seller shall not (band 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 apply 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 Accounts Receivable assigned 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 Purchaser who acquire any Included Pharma Receivables hereunder shall be express third party beneficiaries of the provisions of this Section 4.14 relating to the Pharma Included Receivables, and (ii) any designees of Seller pursuant who acquire any Non-Pharma Receivables shall be express third party beneficiaries of the provisions of this Section 4.14 relating to Section 2.3(b)(i).the Non-Pharma Receivables 4.15

Appears in 1 contract

Samples: Asset Purchase Agreement

Collection of Accounts Receivable. (a) Seller shall cooperate with It is the intent and assist Buyer in connection with the collection agreement of the Accounts Receivable and Parties that the Buyer shall take be entitled to all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of income generated from the Accounts Receivable and the attorney-in-fact of Contracts transferred by the Company to the Buyer pursuant to this Agreement. If any Customer, with respect to any Account Receivable or Contract which belongs to the Buyer pays the Seller, with full power the Seller shall remit to the Buyer, within ten (10) days of substitution, to execute, sign, endorse, or deliver, in the name of receipt thereof by the Seller, receipts or any other document necessary all payments so received from such Customer. The Seller and the Stockholders shall, at no expense to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, provide such reasonable cooperation and at assistance as may be requested by the expense of Buyer, all proceedings and actions that Buyer may deem desirable from time to collect, assert or enforce any claim, right or title time to assist with the collection of any kind in and amounts due with respect to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled or any of the Contracts to defend or compromisebe transferred by the Company to the Buyer pursuant to this Agreement. Seller agrees that Such cooperation shall include, but not be limited to, reviewing the foregoing powers are coupled books and records with an interest respect to any Customer, assisting with communications with any Customer, and are and shall be irrevocable by Seller appearing as a witness in any manner legal proceedings relating the collection of any amounts relating to such Accounts Receivable or such Contract. The Buyer shall collect all of such Accounts Receivable 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 Accounts Receivable. Any Accounts Receivable not collected by the Buyer within three hundred fifty (350) days of the Closing Date shall, at the Buyer’s option (and as the Buyer’s sole remedy), be reassigned to the Seller, and the 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 Stockholders shall jointly and severally be obligated to pay the Buyer the remaining balance of the uncollected amount of such receivables in cash. This Section 5.8(b) sets forth the Buyer’s sole remedy for any reason (including uncollected Accounts Receivable. Following the dissolution reassignment of Seller). In additionany Accounts Receivable, the Seller agrees to execute any further power-of-attorney that Buyer deems and the Stockholders may take such actions as they deem reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the collect any such reassigned Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)

Collection of Accounts Receivable. (a) Seller Between the Closing Date and the end of the Collection Period, Buyer shall cooperate use all reasonable efforts to collect the Accounts Receivable, taking any and all necessary or advisable actions to collect the Accounts Receivable with such effort being consistent with and assist no less than the efforts made by Buyer in connection with the collection of its other accounts receivable in the ordinary course of its business, provided that Buyer shall not be obligated to refer any matter to a collection agency, file a claim in court or otherwise resort to litigation. Within ten (10) Business Days following the end of each calendar quarter occurring during the Collection Period, Buyer shall provide to Seller a status update on the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewithReceivable. Following Thirty (30) days prior to the Closing Dateexpiration of the Collection Period, if Buyer has been unable to collect any Accounts Receivable, Buyer shall so notify Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. and Seller shall not have any claims, defenses or rights be authorized to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller participate in the collection effort in cooperation with Buyer (which Seller may or may not at its option elect to do). For any Accounts Receivable not paid within the Collection Period, Buyer shall as of the Accounts Receivable and last day of the attorney-in-fact of Collection Period assign to Seller in an assignment instrument reasonably acceptable to Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actionsAccounts Receivable not paid within the Collection Period and that result in a Receivable Shortfall; provided, suits that, to the extent Buyer or proceedings that any of its Affiliates receives payment for any such Accounts Receivable (or any portion thereof) at any time after the owner expiration of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and Collection Period, all such amounts shall be irrevocable by Seller in any manner and for any reason (including the dissolution of promptly delivered to Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Tangoe Inc)

Collection of Accounts Receivable. (a) Seller Buyer shall cooperate with and assist Buyer in connection with use all commercially reasonable efforts to cause the collection Company to collect all accounts receivable of the Company set forth on the Closing Balance Sheet (“Closing Accounts Receivable”). In the event that any Closing Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following remain uncollected for a period of 120 days following the Closing Date, if Seller receives any payment with respect Buyer shall cause the Company to the write-off such uncollected Closing Accounts Receivable it (“Uncollected Accounts Receivable”), the Xxxxxxx Purchase Price shall deliver be reduced on a dollar-for-dollar basis, and Xx. Xxxxxxx shall pay such payment deficiency to Buyer in (such deficiency being, the form received “AR Adjustment Amounts”). All payments under this subsection will be made within three (3) Business Days 30 days after its receipt thereofClosing Working Capital has been finally determined, and will bear interest from the Closing Date through the date of payment at the rate of 6% per annum. Seller In addition to any other rights available to Buyer, Buyer shall not have any claimsbe entitled to claim such AR Adjustment Amounts under the terms of the Escrow Agreement, defenses or rights to set-off with respect 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 paymentsamounts through the receipt of monies pursuant to the Escrow Agreement or set-off against other amounts owing to Xx. Xxxxxxx hereunder, the Company shall assign its rights to such Uncollected Accounts Receivable to the Seller shall endorse or deposit any checks or other instruments received in payment Representative for purposes of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of allowing such Seller in the Representative to seek collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and amounts for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable Sellers. For purposes of applying this Section, payments received by the Company from a particular source will be applied to outstanding accounts for that source in chronological order beginning with the oldest outstanding account for such source, unless a payment is entitled clearly intended to defend be applied to a specified account or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivableobligation. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Stock Purchase Agreement (World Health Alternatives Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with From and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, Tildxx xxxll be entitled to retain and exercise all of its rights in the Excluded Accounts Receivable. CRA shall be entitled to all payments in respect of the Purchased Assets (including the Purchased Accounts Receivable) and in that regard Tildxx xxxeby irrevocably constitutes and appoints Buyer CRA, from and after the Closing, its successors true and assigns the agent of Seller in the collection of the Accounts Receivable and the lawful attorney-in-fact of Sellerfact, with full power of substitution, in its name, place and stead to execute, sign, endorse, or deliver, in endorse the name of Seller, receipts or Tildxx xx any checks and other document necessary remittances received as payments with respect to evidence, collect, or otherwise realize upon such Accounts Receivable, the Purchased Assets and to institute perform all other acts necessary or desirable to collect such payments. Tildxx xxxeby grants to CRA the full and prosecuteirrevocable right, from and after the Closing, to use the current letterhead of 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 name ordinary course of Seller 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 Buyer but on behalf of, and for other enforcement action to collect it. In the benefit of, Buyer, and at event CRA or Tildxx xxxeives a payment from a client which the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable other is entitled to defend 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 compromiseTildxx 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. Seller 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 received, except for the opening of any envelope or package. 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 foregoing powers are coupled with an interest Excluded Assets and are any mail or other documents received by CRA relating to any of the Excluded Assets, such property, mail and shall documents to be delivered in the form and condition in which received, except for the opening of any envelope or package. CRA hereby grants to Tildxx xxx full and irrevocable by Seller right to use the names "Tildxx" xxd "The Tildxx Xxxup" in any manner and for any reason (including order to collect the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Excluded Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Charles River Associates Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with Unless an Event of Default occurs , the collection of the Accounts Receivable and shall take Companies will instruct all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment Account Debtors obligated with respect to the its Accounts Receivable it shall to mail or deliver payments on such payment Accounts Receivable directly to Buyer in the form received within three (3) Business Days after its receipt thereofbank lockbox account. Seller Such instructions shall not have be rescinded or modified without Access Capital's prior written consent. If, despite such instructions, a Company shall receive any claims, defenses or rights to set-off payments with respect to any Purchased Receivables, the Companies shall receive such payments. Seller payments in trust for the benefit of Access Capital, shall endorse or deposit any checks or segregate such payments from the other instruments received in payment funds of the Companies, and shall deliver or cause to be delivered to Access Capital, in the same form as so received with all necessary endorsements, all such payments received as soon as practicable, but in no event later than five business days after the receipt thereof by the respective Company. The Companies shall pay Access Capital fifteen percent (15%) of the amount of any payment on account of Accounts ReceivableReceivable that has been received by a Company and not so delivered in kind to Access Capital within five business days following receipt thereof by a Company. (b) In furtherance Upon an Event of Section 5.2(a)Default, Seller, effective upon Access Capital shall have the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitutionand authority to collect each Account Receivable, to executethrough legal action or otherwise, signand may, endorsein its sole discretion, settle, compromise, or deliver, assign (in whole or in part) the name claim for any of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and or otherwise exercise any other right now existing or hereafter arising with respect to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable Receivable, if such action will facilitate collection. The amount of any reduction resulting from any such settlement, compromise, assignment or other collection action shall reduce the balance otherwise due to the Companies hereunder. If Access Capital is entitled required to defend enforce its rights hereunder against one or compromise. Seller agrees that more of the foregoing powers are coupled with an interest Account Debtors, any of the Companies and/or any party named under the Validity and are and Management Support Agreement, then in any such event the Companies shall be irrevocable liable to Access Capital for its reasonable attorney's fees incurred in the collection and interest on any amounts due from the date of the Default to the date of satisfaction at the maximum rate permitted by Seller law. Any payment due to the Companies shall be reduced by the reimbursable expenses described in the Standard Terms. The Companies acknowledge and agree that Access Capital shall have the sole and exclusive right to commence legal action to collect any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Account Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Accounts Receivable Purchase Agreement (Emergent Group Inc/Ny)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Selling Entity hereby (i) authorizes Buyer to open any and all mail addressed to any Selling Entity relating to the Assets and delivered to Buyer if Seller receives received on or after the Closing Date and (ii) appoints Buyer or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Buyer after the Closing Date with respect to accounts receivable relating to products sold by Buyer after the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses Closing made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse Selling Entity or deposit any checks or other instruments received in payment of the Accounts ReceivableSelling Entity’s order, for Buyer’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Selling Entity agrees that any monies, effective upon checks or negotiable instruments received or identified by any Selling Entity after the Closing Date with respect to accounts receivable relating to products sold by Buyer after the Closing, constitutes as the case may be, shall be held in trust by such Selling Entity for Buyer’s benefits and appoints Buyer and its successors and assigns the agent accounts, not commingled with other funds of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts ReceivableSelling Entity, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title promptly upon receipt by a Selling Entity of any kind in and such payment, such Selling Entity shall pay over to Buyer the Accounts Receivable, and to defend and compromise amount of such payments without any and all actions, suits right of set-off or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller)reimbursement. In addition, Seller Buyer agrees that, after the Closing, it will hold and will promptly transfer and deliver to execute Seller, from time to time as and when received or identified by Buyer or its Affiliates, any further power-of-attorney cash, checks with appropriate endorsements, payment of an account, trade, note receivable or other payment or property or assets that Buyer deems reasonably necessary or appropriate its Affiliates may receive or identify on or after the Closing which properly belongs to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableSelling Entities as an Excluded Asset. (c) Neither As of Sections 5.2(a) nor (b) the Closing Date, Buyer shall apply have the sole authority to any Accounts Receivable assigned xxxx and collect accounts receivable relating to Seller pursuant to Section 2.3(b)(i)products sold by Buyer after the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

Collection of Accounts Receivable. (aA) Seller Borrower shall cooperate with establish a "lock box" account at the Lender (the "Lock Box"), subject to the control of the Lender, and assist Buyer in connection with pursuant to Lender's standard form lock-box agreement (the collection of "Lock Box Agreement"). Borrower, at its expense, will notify or cause to be notified all Account Debtors to pay directly any sum or sums then due or to become due on the Accounts Receivable to the Lock Box. (B) Unless otherwise provided herein and shall take all actions reasonably requested by Buyer in connection therewith. Following subject to the Closing Dateprovisions of Section 3.3(A) of this Agreement, if Seller receives any payment with respect to Borrower may collect through the Lock Box at its own expense the Accounts Receivable it shall deliver such payment to Buyer in the form received within three ordinary course of business; provided, however, that Borrower's authorization to collect through the Lock Box the Accounts Receivable is subject to the following: (3i) Business Days The Lender, at any time after the occurrence of an Event of Default, may, in its receipt thereofsole discretion, notify any or all of the Account Debtors that (1) the Accounts Receivable have been assigned to the Lender; and/or (2) that all further payments on the Accounts Receivable should be paid solely to the Lender. Seller When requested by the Lender after the occurrence of an Event of Default, Borrower at its expense will notify or cause to be notified any or all Account Debtors to pay directly to the Lender any sum or sums then due or to become due on the Accounts Receivable or any part thereof and all bills and statements thereafter sent by Borrower to such Account Debtors shall state that the same have been assigned to the Lender and are payable solely to the Lender; (ii) In the event an Account Debtor is notified under Subsection 3.3(B)(i) of this Agreement or one or more Events of Default have occurred under the terms of this Agreement, the Lender shall have and succeed to all rights, remedies, securities and liens of Borrower in respect to such Accounts Receivable or other Collateral, including, but not have limited to, the right of stoppage in transit of any claimsmerchandise, defenses guarantees or rights to set-off other contracts or suretyship with respect to any such paymentsmerchandise, warranties, unpaid seller's liens, statutory liens, artisans' liens, or the right to other collateral security held by or to which Borrower is entitled for the payment of any such merchandise, and shall have the right to enforce the same in its name or to direct the enforcement thereof by Borrower for the benefit of the Lender, and Borrower shall, at the request of the Lender, deliver to the Lender a separate written assignment of any of the same. Seller The Lender, however, shall not incur any obligation or liability of Borrower to any Account Debtor, including, but not limited to, obligations or liabilities pursuant to any con tract, agreement, warranty, guarantee, judicial decree or jury award. The Lender, in such an event, is also hereby irrevoc ably authorized to receive, open and dispose of all mail addressed to Borrower, to notify the Post Office authorities to change the address for delivery of Borrower's mail to an address designated by the Lender, to endorse or deposit Borrower's name on all notes, checks, drafts, bills of exchange, money orders, commercial paper of any checks or kind whatsoever, and any other instruments or documents received howsoever in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Selleror any part thereof, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the Lender or any officer or employee thereof is hereby irrevocably constituted and appointed agent and attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in for Borrower for the name of Seller, receipts or any other document necessary to evidence, foregoing purpose; (iii) Borrower shall not collect, compromise or otherwise realize upon such Accounts Receivable, and to institute and prosecute, accept any sum in the name of Seller full payment or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title satisfaction of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that for materially less than the foregoing powers are coupled with an interest amount due without the express written consent of the Lender, except in the ordinary course of business; and are and shall be irrevocable by Seller in any manner and (iv) The Lender may directly request the Account Debtors for any reason (including the dissolution written confirmations of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts ReceivableReceivable at any time whether before or after the occurrence of an Event of Default. (cC) Neither All collections of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned through the Lock Box shall be deposited into a cash collateral account located at and controlled by Lender and for bookkeeping purposes be credited against the Line of Credit (1) banking day after the date of deposit into such cash collateral account with Lender; provided, however, that (i) all such credits shall be and are conditional credits which shall only become final upon collection in immediately available funds; and (ii) any funds that are electronically transferred from another financial institution to Seller pursuant to Section 2.3(b)(i)such cash collateral account shall for bookkeeping purposes be credited against the Line of Credit one (1) banking day after the date of deposit into such cash collateral account.

Appears in 1 contract

Samples: Loan and Security Agreement (Medicus Systems Corp /De/)

Collection of Accounts Receivable. (a) It 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 shall cooperate with 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 Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect to the Accounts Receivable it shall deliver such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to set-off amounts due with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Acquired Accounts Receivable. (b) In furtherance Receivable or any of Section 5.2(a)the contracts to be transferred by Seller to Buyer pursuant to this Agreement. Such cooperation shall include, Sellerbut not be limited to, effective upon reviewing the Closingbooks and records with respect to any Customer, constitutes assisting with communications with any Customer, and appoints Buyer and its successors and assigns the agent of Seller appearing as a witness in any legal proceedings relating the collection of the any amounts relating to such Acquired Accounts Receivable or contract. Buyer shall collect all of the Acquired Accounts Receivable 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 of Seller not collected by Buyer within ninety (90) days of the Closing Date shall, at Buyer’s option, be reassigned to Seller, 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 attorney-in-fact of Seller, with full power of substitution, ’s Liability Cap and (ii) any exceptions set on Schedule 3.19 shall not apply to execute, sign, endorse, or deliver, in the name of Seller, receipts or limit any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled Buyer’s remedies with respect to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablesuch uncollected receivables. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Edgewater Technology Inc/De/)

Collection of Accounts Receivable. For a period of four (a4) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following --------------------------------- months from the Closing Date, if except for carrier and reseller Receivables, Buyer shall be responsible for collecting the Receivables of Seller receives existing on the Closing Date, provided that Buyer shall not be required by reason of its responsibilities under this Section 2.3, to undertake any payment collection effort other than that which Buyer would otherwise undertake to collect its own receivables, and provided further that Buyer shall not be required to resort to litigation or 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 any 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 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, except with respect to the Accounts Receivable it from Intelenet amounts collected shall deliver such payment be applied to Buyer in the form received most recent invoiced amount first. Any Receivable that is not collected within three four (34) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights months following the Closing Date will be returned to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other instruments received in payment of the Accounts Receivable. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes together with all information and appoints documentation related thereto and Buyer and shall use its successors and assigns the agent of good faith efforts to cooperate with Seller in the collection of such Receivables. For the Accounts Receivable services of Buyer under this Section 2.3, the first $10,000 per month of such collections shall be retained by Buyer. Buyer shall have no 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 the amount owed by Intelenet to Seller and the attorney-in-fact upon request of Seller, with full power of substitutionso long as Intelenet is indebted to Seller, Buyer will cease to execute, sign, endorse, or deliver, provide service to Intelenet. The foregoing shall not preclude Buyer from ceasing to provide services to Intelenet in the name of Seller, receipts or any other document necessary event that Intelenet fails to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or pay Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable's services after Closing. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Asset Purchase Agreement (Primus Telecommunications Group Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection of the Accounts Receivable and shall take Each Company will instruct all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment Account Debtors obligated with respect to the its Accounts Receivable it shall to mail or deliver payments on such payment Accounts Receivable directly to Buyer Laurus at its address set forth at the end of this Agreement or to such other address that Laurus may specify in a written notice to the form received within three (3) Business Days after its receipt thereofCompany. Seller Such instructions shall not have be rescinded or modified without Laurus' prior written consent. If, despite such instructions, any claims, defenses or rights to set-off Company shall receive any payments with respect to any Accounts Receivable purchased by Laurus, it shall receive such paymentspayments in trust for the benefit of Laurus, shall segregate such payments from its other funds, and shall deliver or cause to be delivered to Laurus, in the same form as so received with all necessary endorsements, all such payments received as soon as practicable, but in no event later than five business days after the receipt thereof by such Company. Seller The Companies shall endorse or deposit any checks or other instruments received in payment jointly and severally pay Laurus or, as applicable, the Designated Agent, fifteen percent (15%) of the Accounts Receivableamount of any payment on account of Purchased Receivables which has been received by any Company and not delivered in kind to Laurus no later than five business days following receipt by such Company. (b) In furtherance of Section 5.2(a), Seller, effective upon Laurus shall have the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, and authority to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts collect each Account Receivable, and to institute and prosecutemay, in its sole discretion, settle, compromise, or assign (in whole or in part) the name claim for any of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and or otherwise exercise any other right now existing or hereafter arising with respect to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled Receivable, if such action will facilitate collection. The amount of any reduction resulting from any such settlement, compromise, assignment or other collection action shall reduce the balance otherwise due to defend or compromisethe Companies hereunder. Seller Each Company acknowledges and agrees that Laurus shall have the foregoing powers are coupled with an interest sole and are and exclusive right to commence legal action to collect any Account Receivable; provided, however, Laurus shall only exercise such right to commence such legal action to the extent the Companies fail to cause such Account to be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, collected or otherwise realize upon reimburse Laurus for the Accounts Receivablefull face amount of such Account within 7 days following notice by Laurus to Vertex of Laurus' intention to commence any such legal action; provided, further, Laurus shall have the right at any time to commence any such legal action following the occurrence and during the continuance of a Default. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Accounts Receivable Purchase Agreement (Vertex Interactive Inc)

Collection of Accounts Receivable. (ai) Seller shall cooperate with Each IHS Licensee and assist Buyer in connection with Relevant IHS Entity acknowledges that, pursuant to the collection provisions of the Accounts Receivable Settlement Agreement dated as of April 11, 2000, as amended, among, inter alia, Integrated Health Services, Inc., SNH, SPTIHS Properties Trust, HRES1 Properties Trust and shall take HRES2 Properties Trust, each a Maryland real estate investment trust ("SPTIHS," "HRES1" and "HRES2," respectively), Manager, the Proposed Operators and the Licensees (the "Settlement Agreement"), the Proposed Operators (to the extent permitted by applicable law) and Advisors own all actions reasonably requested accounts receivable to the extent arising from services provided by Buyer in connection therewithor at its respective Facility after the Effective Time (the "Post-Effective Time Receivables"). Following the Closing Date, if Seller receives any payment with Servicer is hereby authorized and directed to make and effect collections of all Post-Effective Time Receivables. With respect to the Accounts Receivable it shall deliver all such payment to Buyer in the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claims, defenses or rights to setPost-off Effective Time Receivables with respect to any such payments. Seller Facility that are owed by a Medicaid program or the Medicare program or other federal or state programs (collectively, "Government Receivables") and that are payable under the existing Provider Agreements of any Licensee, Servicer shall endorse or and deposit into the Licensee bank account for such Facility under the name and control of the Licensee for such Facility (a "Licensee Account"), any checks and all monies, checks, drafts or other instruments or items received as payment for such Government Receivables. With respect to all Post-Effective Time Receivables with respect to any Facility other than Government Receivables (collectively, "Other Receivables"), Servicer shall, subject to paragraph (ii) below, endorse and deposit into a bank account under the name and control of the Proposed Operator of such Facility that is designated in writing from time to time by the Proposed Operator (each a "Proposed Operator Account"), any and all monies, checks, drafts or other instruments or items received as payment for such Other Receivables. Each IHS Licensee or Relevant IHS Entity that receives any proceeds of Post-Effective Time Receivables with respect to any Facility, whether as a deposit in the relevant Licensee Account or otherwise, and whether such proceeds are of Government Receivables or Other Receivables, acknowledges that, subject to paragraph (ii) below, it has no right to use any such proceeds for any purpose, and shall hold any and all such proceeds in trust for the Proposed Operator of such Facility or Advisors, as the case may be, and shall prior to the close of business on the Business Day on which it receives such amount, cause such funds to be paid into the applicable Proposed Operator Account for the account of the Proposed Operator or the Licensee Account of Advisors, as the case may be. As soon as practicable after the Effective Time, Servicer shall (to the extent permitted by law) instruct account debtors of each Facility to make payment directly into the relevant Proposed Operator Account for such IHS Facility and the Licensee Account of Advisors, as the case may be. During the term of this Agreement, Servicer shall keep accurate and complete books and records of all receipts with respect to all billing, accounts receivable, all deposits and other transactions affecting any Post-Effective Time Receivable whether to the Licensee Account, the Proposed Operator Account or to other checking accounts, which books and records shall be made available to Licensee, Proposed Operator and Manager upon request, and after termination of this Agreement shall make such books and records available to Licensee, Manager and Proposed Operator to the extent necessary to enable Licensee, Manager and Proposed Operator to comply with all applicable laws and regulations, including regulations governing preparation, submission and audits of cost reports. If any amount shall be collected within the first 60 days after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Accounts Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (and the Servicer or such IHS Licensee shall be permitted to retain such proceeds, without limitation). If any amount shall be collected during the period from the 61st to the 120th day after the Effective Time from an account debtor that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. , then 50% of such amount shall be deemed to have been collected in respect of an account receivable that was due to the Servicer or an IHS Licensee in respect of services provided prior to the Effective Time (b) In furtherance of Section 5.2(aand the Servicer or such IHS Licensee shall be permitted to retain such proceeds without limitation), Sellerand the other 50% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and such Proposed Operator shall be permitted to retain such proceeds without limitation). If any amount shall be collected after the 120th day after the Effective Time from an account debtor that is not identifiable, effective upon using reasonable best efforts, as being in payment of a Post-Effective Time Receivable, then 100% of such amount shall be deemed to have been collected in respect of a Post-Effective Time Receivable (and the ClosingProposed Operator shall be permitted to retain such proceeds, constitutes and appoints Buyer and its successors and assigns without limitation). Each party hereto agrees to provide written notice to each other party hereto not affiliated with it, promptly following the agent last Business Day of Seller each calendar month, if such party has received a payment during such calendar month that is not identifiable, using reasonable best efforts, as being in payment of a Post-Effective Time Receivable. Such written notice shall set out the collection amount of the Accounts Receivable payment and the attorney-in-fact of Seller, with full power of substitution, person or entity that made the payment. If and to execute, sign, endorse, or deliver, in the name of Seller, receipts extent that Manager or any other document necessary Proposed Operator or any of their respective affiliates shall collect any account receivable owned (or deemed to evidencebe owned) by any Relevant IHS Entity, collect, such person or otherwise realize upon entity shall immediately pay such Accounts Receivableamount to such Relevant IHS Entity, and to institute and prosecuteuntil such payment is so made, Manager shall hold such amount in the name of Seller or Buyer but on behalf of, and trust for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablesuch Relevant IHS Entity. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Management and Servicing Agreement (Senior Housing Properties Trust)

Collection of Accounts Receivable. In connection with the Closing, the Seller shall deliver or caused to be delivered to the Buyer a list of then outstanding accounts receivable due from Customers as well as any other payments or credits due to Seller that may be paid or made available to Buyer (e.g., through ISO New England). Following the Closing, the Buyer shall use Commercially Reasonable Efforts (which do not require Buyer to commence legal proceedings) to collect all accounts receivable due under the Contracts with Customers and on account of such other payments or credits (including, without limitation, amounts allocated to the Seller in accordance with Section 2.8); provided that (a) Seller shall cooperate with and assist Buyer in connection with if the collection of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, if Seller receives any payment with respect payments on account of amounts retained by or otherwise due to the Accounts Receivable it Seller, the Seller may retain such payments and advise the Buyer thereof; and (b) if the Seller receives any payments that Buyer is entitled to retain under this Section 5.16, the Seller shall deliver promptly forward such payment payments (or the part thereof relating to the period after the Closing) to the Buyer in the form received (or as otherwise mutually agreed by the Seller and the Buyer). For each payment or credit received by Buyer from the obligor, the Buyer shall pay to, or as directed by, the Seller, on a first priority basis, within three fifteen (315) Business Days days after its receipt thereof. receipt, all amounts so received by the Buyer, until the Seller shall has received an aggregate amount equal to the outstanding balance due from such obligor (as shown on the list furnished by the Seller in accordance with this Section 5.16), plus all amounts allocated to the Seller under Section 2.8(c) for periods through the Closing but which are not have any claims, defenses or rights to set-off billed until after the Closing; provided that if a dispute arises with respect to any invoice related to pre-Closing period, the Buyer shall not be required to make any payment on account of such payments. disputed invoice, and the Seller shall endorse be entitled to assume the collection of such invoice or deposit any checks or other instruments received to otherwise resolve such dispute. Payments under this Section 5.16 shall be made in cash by wire transfer in a manner consistent with the wire transfer instructions for the payment of the Accounts ReceivableClosing Purchase Price. (b) In furtherance of Section 5.2(a), Seller, effective upon the Closing, constitutes and appoints Buyer and its successors and assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts or any other document necessary to evidence, collect, or otherwise realize upon such Accounts Receivable, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivable. (c) Neither of Sections 5.2(a) nor (b) shall apply to any Accounts Receivable assigned to Seller pursuant to Section 2.3(b)(i).

Appears in 1 contract

Samples: Settlement Agreement (Holyoke Water Power Co)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following 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 Seller receives received on or after the Closing Date and (ii) appoints Purchaser, its designee or its attorney-in-fact to endorse, cash and deposit any payment monies, checks or negotiable instruments received by Purchaser or its designee after the Closing Date with respect to Included Pharma Receivables, the Accounts Receivable it shall deliver such payment other Assets or accounts receivable relating to Buyer in work performed by Purchaser after the form received within three (3) Business Days after Closing, as the case may be, made payable or endorsed to a Seller or a Seller’s order, for Purchaser’s or its receipt thereofdesignee’s own account. Seller shall not have any claimsPurchaser expressly agrees that all monies, defenses or rights to set-off with respect to any such payments. Seller shall endorse or deposit any checks or other negotiable instruments received by Purchaser that relate to the Non-Pharma Receivables (as defined in payment of the Accounts ReceivableSection 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) In furtherance As of Section 5.2(a)the Closing Date, Seller(i) Seller agrees that any monies, effective upon 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, constitutes as the case may be, shall be held in trust by Seller or such Subsidiary for Purchaser's or its designee's benefit and appoints Buyer account, and immediately upon receipt by Seller or its successors 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 assigns the agent of Seller in the collection of the Accounts Receivable and the attorney-in-fact of Seller(ii) Purchaser agrees that any monies, with full power of substitution, to execute, sign, endorse, checks or deliver, in the name of Seller, receipts negotiable instruments received by Purchaser or any other document necessary of its Subsidiaries after the Closing Date with respect to evidenceNon-Pharma Receivables, collectthe Excluded Assets, as the case may be, shall be held in trust by Purchaser or otherwise realize upon such Accounts ReceivableSubsidiary for Seller's 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 institute and prosecute, in the name of be paid) over to Seller or Buyer but on behalf of, and for its designee the benefit of, Buyer, and at the expense amount of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert such payments without any right of set off or enforce any claim, right or title of any kind in and to the Accounts Receivable, and to defend and compromise any and all actions, suits or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller). In addition, Seller agrees to execute any further power-of-attorney that Buyer deems reasonably necessary or appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collect, or otherwise realize upon the Accounts Receivablereimbursement. (c) Neither As of Sections 5.2(athe Closing Date, (i) nor Purchaser or its designee shall have the sole authority to xxxx and collect Included Pharma Receivables and accounts receivable relating to work performed by Purchaser after the Closing and Seller shall not (band 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 apply have the sole authority to xxxx and collect all accounts receivable (other than Included Pharma Receivables and those otherwise included in the Assets) (collectively, “Non-Pharma Receivables”) after the Closing and Purchaser shall not (and shall cause its Subsidiaries not to) instigate or threaten to instigate any Accounts Receivable assigned 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 Purchaser who acquire any Included Pharma Receivables hereunder shall be express third party beneficiaries of the provisions of this Section 4.14 relating to the Pharma Included Receivables, and (ii) any designees of Seller pursuant who acquire any Non-Pharma Receivables shall be express third party beneficiaries of the provisions of this Section 4.14 relating to Section 2.3(b)(i).the Non-Pharma Receivables

Appears in 1 contract

Samples: Asset Purchase Agreement (Cancer Genetics, Inc)

Collection of Accounts Receivable. (a) Seller shall cooperate with and assist Buyer in connection with the collection As of the Accounts Receivable and shall take all actions reasonably requested by Buyer in connection therewith. Following the Closing Date, each Selling Entity hereby (i) authorizes the Buyer or any Buyer Designee to open any and all mail addressed to any Selling Entity relating to the Business or the Purchased Assets and delivered to the offices of the Business or otherwise to Buyer or any Buyer Designee if Seller receives received on or after the Closing Date and (ii) appoints the Buyer, any payment Buyer Designee or its attorney-in-fact to endorse, cash and deposit any monies, checks or negotiable instruments received by the Buyer of any Buyer Designee after the Closing Date with respect to the Accounts Receivable it shall deliver such payment that are Purchased Assets or accounts receivable relating to work performed by the Buyer in after the form received within three (3) Business Days after its receipt thereof. Seller shall not have any claimsClosing, defenses as the case may be, made payable or rights to set-off with respect endorsed to any such payments. Seller shall endorse Selling Entity or deposit Selling Entity’s order, for the Buyer’s or any checks or other instruments received in payment of the Accounts ReceivableBuyer Designee’s own account. (b) In furtherance As of Section 5.2(a)the Closing Date, Sellereach Selling Entity agrees that any monies, effective upon checks or negotiable instruments received by any Selling Entity after the Closing Date with respect to Accounts Receivable that are Purchased Assets or accounts receivable relating to work performed by the Buyer after the Closing, constitutes and appoints Buyer and its successors and assigns as the agent of Seller case may be, shall be held in trust by such Selling Entity for the collection of the Accounts Receivable and the attorney-in-fact of Seller, with full power of substitution, to execute, sign, endorse, or deliver, in the name of Seller, receipts Buyer’s or any other document necessary to evidence, collect, or otherwise realize upon such Accounts ReceivableBuyer Designee’s benefits and accounts, and to institute and prosecute, in the name of Seller or Buyer but on behalf of, and for the benefit of, Buyer, and at the expense of Buyer, all proceedings and actions that Buyer may deem desirable to collect, assert or enforce any claim, right or title promptly upon receipt by a Selling Entity of any kind in and such payment, such Selling Entity shall pay over to the Accounts Receivable, and to defend and compromise Buyer or its designee the amount of such payments without any and all actions, suits right of set off or proceedings that the owner of the Accounts Receivable is entitled to defend or compromise. Seller agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by Seller in any manner and for any reason (including the dissolution of Seller)reimbursement. In addition, Seller the Buyer agrees that, after the Closing, it will hold and will promptly transfer and deliver to execute the Seller, from time to time as and when received by the Buyer or its Affiliates, any further power-of-attorney that Buyer deems reasonably necessary or cash, checks with appropriate to give effect to this Section 5.2(b) and for Buyer to evidence, collectendorsements, or otherwise realize upon other property that the Accounts ReceivableBuyer or its Affiliates may receive on or after the Closing which properly belongs to the Selling Entities hereunder, including any Excluded Assets. (c) Neither As of Sections 5.2(athe Closing Date, the Buyer or any Buyer Designee shall have the sole authority to xxxx and collect Accounts Receivable that are Purchased Assets and accounts receivable relating to work performed by the Buyer after the Closing. (d) nor (b) shall apply Notwithstanding anything to the contrary contained hereto, any Buyer Designees who acquire any Accounts Receivable assigned to Seller pursuant to that are Purchased Assets hereunder shall be express third party beneficiaries of this Section 2.3(b)(i)7.21.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eddie Bauer Holdings, Inc.)

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