Common use of Collection of Accounts Receivable Clause in Contracts

Collection of Accounts Receivable. Company shall use its commercially reasonable efforts to collect for Buyer's account all accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivable.

Collection of Accounts Receivable. Seller will have the right to collect and retain any and all accounts receivable of the Company shall that were invoiced prior the Closing Date. Purchaser agrees to use its commercially reasonable efforts to collect for Buyer's account aid Seller in collecting all accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed invoiced by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business Seller prior to the Closing Date and shall hold in trust for Seller's benefit, and remit promptly to Seller, any amount it receives with respect to such accounts receivable. Purchaser shall have the right to xxxx and collect all accounts receivable arising out of or related to the performance of its obligations under the agreements, contracts and commitments constituting the Purchased Assets or otherwise with respect to the Business on and after the Closing Date, provided and Seller shall not xxxx or collect, or attempt to xxxx or collect, for any accounts receivables arising out of or related to the performance of the obligations under the agreements, contracts and commitments constituting the Purchased Assets or otherwise with respect to the Business on and after the Closing Date. Seller agrees to reasonably cooperate with Purchaser in collecting such accounts receivable (provided, that Company Seller shall not be required to file suitmake any material out-of-pocket expenditures in doing so) and shall hold in trust for Purchaser's benefit, employ and remit promptly to Purchaser, any amounts it receives for such accounts receivable. Prior to and after the services Closing Date, the Company shall direct all customers of a collection agency the Company to make payments on all invoices issued by Purchaser on and after the Closing Date to an account designated by Purchaser for receipt of all accounts receivable of the Business arising on and after the Closing Date. If any checks, cash or commence other monies or property of any kind with respect to such accounts receivable are received by the Company on or after the Closing Date, the Company shall immediately endorse such checks and tender such cash and other official proceeding monies or property to Purchaser and shall take any and all other actions and execute any and all other agreements, documents and instruments as may reasonably be requested by Purchaser in order to collect any delinquent accounts included effectuate or facilitate such endorsement, tender or transfer. Until their endorsement, transfer or tender to Purchaser, all such checks, cash or other monies or property shall be deemed held in Company's accounts receivabletrust by the Company for the exclusive benefit of Purchaser.

Collection of Accounts Receivable. Company shall use its commercially reasonable efforts to collect for Buyer's account all (a) All accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant Seller relating to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers Purchased Business through and including the most recent regular billing run prior to the specific invoices for which such payments are submitted if correlation Closing Date shall remain the property of specific invoices with such payments is reasonably possible and, if such correlation is Seller. Purchaser shall not reasonably possible, then such payments shall be applied to that customerbill customers of the Purchased Business until thirty days after the xxxx of the Seller's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver most recent billing run prior to the Company all of Buyer's right, title Closing Date and interest in and such bills shall relate solely to any receivables reflected in services provided by the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) Purchaser on or after thirty days following Closing. Buyer shall reasonably assist in collection efforts following after the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent date of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from CompanySeller's business most recent billing run prior to the Closing Date, except that Purchaser may issue bills relating to up-front installation fees to customers of the Purchased Business at any time on or after the Closing Date. All accounts receivable billed by Purchaser as provided that Company above shall solely be the property of Purchaser. Seller shall cease billing customers of the Purchased Business as of the most recent regular billing run prior to the Closing Date. Seller shall cease charging credit cards of customers of the Purchased Business with respect to services rendered on or after the first regular billing run following the Closing Date. Except as otherwise provided below, it shall be the responsibility of each of Purchaser and Seller to pursue collection of their respective accounts receivable. (b) With respect to each customer of the Purchased Business, any payment received by Purchaser or Seller (or its agents) which is accompanied by a remittance slip or other written direction or notation, on the check or otherwise from the customer (the "Remittance Advice"), specifying the invoice for which such payment is being made and for which the payment received equals or is less than the amount of such invoice, shall be applied in its entirety to such invoice and shall be promptly forwarded, along with the Remittance Advice and a record of all such payments received, to (i) the Purchaser, in the case of payments specifying an invoice issued on or after the Closing Date by the Purchaser, or (ii) the Seller, in the case of payments specifying an invoice issued prior to the Closing Date by the Seller. (c) With respect to each customer of the Purchased Business, any payment received by Purchaser or Seller (or its agents) during the period beginning on the Closing Date and ending on the date which is 120 days after the date of the most recent billing run prior to the Closing Date which is not accompanied by a Remittance Advice or is in amount which is greater than the amount specified on such Remittance Advice (the "Unallocated Cash Remittances"), shall be required allocated and promptly forwarded as follows: (i) 100% of the Unallocated Cash Remittances received during the period beginning on the Closing Date and ending on the 55th day after the date of the most recent billing run prior to file suitthe Closing Date less the sum of (x) 100% of the up-front installation fees billed by, employ but not specifically remitted to, Purchaser on or after the services Closing Date and (y) all Unallocated Cash Remittances in excess of the accounts receivable balance of such customer on the Closing Date, as such balance has been adjusted to reflect payments or other credits, shall be allocated to Seller. The sum of the amounts set forth in (x) and (y) of this paragraph (c)(i) shall be allocated to Purchaser. (ii) 100% of the Unallocated Cash Remittances received during the period beginning 56 days following the date of the most recent billing run prior to the Closing Date and ending on (and including) the date which is 120 days following the date of the most recent billing run prior to the Closing Date less the sum of (x) 100% of all amounts billed by, but not specifically remitted to, Purchaser on or after the Closing Date and (y) all Unallocated Cash Remittances in excess of the accounts receivable balance of such customer on the Closing Date, as such balance has been adjusted to reflect payments or other credits, shall be allocated to Seller. The sum of the amounts set forth in (x) and (y) of this paragraph (c)(ii) shall be allocated to Purchaser. (iii) Any Unallocated Cash Remittances received beginning 121 days following the date of the most recent billing run prior to the Closing Date shall be allocated in their entirety to the Party receiving such payment. (d) Each Party shall, and shall direct its cash remittance processing agent(s)to, (1) (A) maintain a collection agency record of all Unallocated Cash Remittances and (B) maintain all Unallocated Cash Remittances and not deposit such amounts in any bank account; and (2) deliver to the other Party a record of Unallocated Cash Remittances within three business days after the end of each calendar week. During the period beginning on the Closing Date and ending one week after 120 days following the date of the most recent billing run prior to the Closing Date, the Parties shall arrange for a representative to meet at the business offices of the remittance processing agents of both Parties once each week (or commence any other official proceeding less frequently as the Parties may agree) subsequent to Closing in order to collect any delinquent allocate the Unallocated Cash Remittances in accordance with this Section 8.18 and to arrange for the prompt delivery of the Unallocated Cash Remittances to the appropriate Party. At each such meeting, Purchaser and Seller shall provide to each other a report, by customer, of all payments received by such party during the period commencing on the Closing Date and ending on a date no earlier than six days prior to the meeting date with respect to the accounts included in Companyreceivable of the Purchased Business along with, as of the same report date, a list of all of the Party's accounts receivable, by customer, of the Purchased Business and, solely with respect to the Purchaser, a report of all of its billings (including up front installation fees) to customers of the Pxxxxxxxx Business on or after the Closing Date. Purchaser and Seller shall permit each other to inspect their books and records relating to the billing, accounts receivable and the collection of said accounts receivable during reasonable business hours to verify the accuracy of such reports. The Parties' representatives shall attend such meetings and the Parties shall each provide such reports and conduct such inspections at their own expense. To the extent the allocation of an Unallocated Cash Remittance can not be agreed to by the Parties, then the Parties agree to have the allocation be finally determined by PricewaterhouseCoopers LLP or another accounting firm acceptable to both parties, and to equally share the expense, if any, of such final determination. To the extent any payment of any account receivable (whether such payment has been paid by cash, check, credit card or otherwise) has been misapplied by any Party (or its agent), such amounts shall be promptly paid to the Party to whom such amount is owed. (e) Purchaser and Seller agree to assist and cooperate, and to use reasonable commercial efforts to cause their cash remittance processing agents to assist and cooperate, in (i) setting up billing and cash remittance arrangements to timely carry out the procedures set forth in this Section 8.18 and (ii) transitioning to Purchaser the right to charge customer credit cards for services related to the Purchased Business (to the extent Seller has such right), provided that all reasonable third-party fees and expenses incurred in connection with clause (ii) shall be promptly paid by Purchaser.

Collection of Accounts Receivable. Company shall use its commercially reasonable efforts to collect for Buyer's account all (a) All accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant Seller relating to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers Purchased Business through and including the most recent regular billing run prior to the specific invoices for which such payments are submitted if correlation Closing Date shall remain the property of specific invoices with such payments is reasonably possible and, if such correlation is Seller. Purchaser shall not reasonably possible, then such payments shall be applied to that customerbill customers of the Purchased Business until thirty days afxxx the date of the Seller's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver most recent billing run prior to the Company all of Buyer's right, title Closing Date and interest in and such bills shall relate solely to any receivables reflected in services provided by the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) Purchaser on or after thirty days following Closing. Buyer shall reasonably assist in collection efforts following after the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent date of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from CompanySeller's business most recent billing run prior to the Closing Date, except that Purchaser may issue bills relating to up-front installation fees to customers of the Purchased Business at any time on or after the Closing Date. All accounts receivable billed by Purchaser as provided that Company above shall solely be the property of Purchaser. Seller shall cease billing customers of the Purchased Business as of the most recent regular billing run prior to the Closing Date. Seller shall cease charging credit cards of customers of the Purchased Business with respect to services rendered on or after the first regular billing run following the Closing Date. Except as otherwise provided below, it shall be the responsibility of each of Purchaser and Seller to pursue collection of their respective accounts receivable. (b) With respect to each customer of the Purchased Business, any payment received by Purchaser or Seller (or its agents) which is accompanied by a remittance slip or other written direction or notation, on the check or otherwise from the customer (the "REMITTANCE ADVICE"), specifying the invoice for which such payment is being made and for which the payment received equals or is less than the amount of such invoice, shall be applied in its entirety to such invoice and shall be promptly forwarded, along with the Remittance Advice and a record of all such payments received, to (i) the Purchaser, in the case of payments specifying an invoice issued on or after the Closing Date by the Purchaser, or (ii) the Seller, in the case of payments specifying an invoice issued prior to the Closing Date by the Seller. (c) With respect to each customer of the Purchased Business, any payment received by Purchaser or Seller (or its agents) during the period beginning on the Closing Date and ending on the date which is 120 days after the date of the most recent billing run prior to the Closing Date which is not accompanied by a Remittance Advice or is in amount which is greater than the amount specified on such Remittance Advice (the "UNALLOCATED CASH REMITTANCES"), shall be required allocated and promptly forwarded as follows: (i) 100% of the Unallocated Cash Remittances received during the period beginning on the Closing Date and ending on the 55th day after the date of the most recent billing run prior to file suitthe Closing Date less the sum of (x) 100% of the up-front installation fees billed by, employ but not specifically remitted to, Purchaser on or after the services Closing Date and (y) all Unallocated Cash Remittances in excess of the accounts receivable balance of such customer on the Closing Date, as such balance has been adjusted to reflect payments or other credits, shall be allocated to Seller. The sum of the amounts set forth in (x) and (y) of this paragraph (c)(i) shall be allocated to Purchaser. (ii) 100% of the Unallocated Cash Remittances received during the period beginning 56 days following the date of the most recent billing run prior to the Closing Date and ending on (and including) the date which is 120 days following the date of the most recent billing run prior to the Closing Date less the sum of (x) 100% of all amounts billed by, but not specifically remitted to, Purchaser on or after the Closing Date and (y) all Unallocated Cash Remittances in excess of the accounts receivable balance of such customer on the Closing Date, as such balance has been adjusted to reflect payments or other credits, shall be allocated to Seller. The sum of the amounts set forth in (x) and (y) of this paragraph (c)(ii) shall be allocated to Purchaser. (iii) Any Unallocated Cash Remittances received beginning 121 days following the date of the most recent billing run prior to the Closing Date shall be allocated in their entirety to the Party receiving such payment. (d) Each Party shall, and shall direct its cash remittance processing agent(s)to, (1) (A) maintain a collection agency record of all Unallocated Cash Remittances and (B) maintain all Unallocated Cash Remittances and not deposit such amounts in any bank account; and (2) deliver to the other Party a record of Unallocated Cash Remittances within three business days after the end of each calendar week. During the period beginning on the Closing Date and ending one week after 120 days following the date of the most recent billing run prior to the Closing Date, the Parties shall arrange for a representative to meet at the business offices of the remittance processing agents of both Parties once each week (or commence any other official proceeding less frequently as the Parties may agree) subsequent to Closing in order to collect any delinquent allocate the Unallocated Cash Remittances in accordance with this Section 8.18 and to arrange for the prompt delivery of the Unallocated Cash Remittances to the appropriate Party. At each such meeting, Purchaser and Seller shall provide to each other a report, by customer, of all payments received by such party during the period commencing on the Closing Date and ending on a date no earlier than six days prior to the meeting date with respect to the accounts included in Companyreceivable of the Purchased Business along with, as of the same report date, a list of all of the Party's accounts receivable, by customer, of the Purchased Business and, solely with respect to the Purchaser, a report of all of its billings (including up front installation fees) to customers xx xxx Xurchased Business on or after the Closing Date. Purchaser and Seller shall permit each other to inspect their books and records relating to the billing, accounts receivable and the collection of said accounts receivable during reasonable business hours to verify the accuracy of such reports. The Parties' representatives shall attend such meetings and the Parties shall each provide such reports and conduct such inspections at their own expense. To the extent the allocation of an Asset Purchase Agreement - Page 36 Unallocated Cash Remittance can not be agreed to by the Parties, then the Parties agree to have the allocation be finally determined by PricewaterhouseCoopers LLP or another accounting firm acceptable to both parties, and to equally share the expense, if any, of such final determination. To the extent any payment of any account receivable (whether such payment has been paid by cash, check, credit card or otherwise) has been misapplied by any Party (or its agent), such amounts shall be promptly paid to the Party to whom such amount is owed. (e) Purchaser and Seller agree to assist and cooperate, and to use reasonable commercial efforts to cause their cash remittance processing agents to assist and cooperate, in (i) setting up billing and cash remittance arrangements to timely carry out the procedures set forth in this Section 8.18 and (ii) transitioning to Purchaser the right to charge customer credit cards for services related to the Purchased Business (to the extent Seller has such right), provided that all reasonable third-party fees and expenses incurred in connection with clause (ii) shall be promptly paid by Purchaser.

Collection of Accounts Receivable. Company shall (a) No later than ten (10) days after the Closing Date, Purchaser will furnish to Seller an aging report for all Receivables, reflecting for each account the name of the customer, the age and outstanding balance as of the Closing Date and the underlying detail comprising the outstanding balance as of the Closing Date. Purchaser shall, from and after the Closing through and including November 30, 1997, use its commercially reasonable best efforts to collect for Buyer's account all accounts receivable balances set forth the Receivables on behalf of Seller. (i) Payments received by Purchaser in connection with the Final Closing Balance Sheet and Receivables shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant be credited to the Business' product warranties related Receivable as assumed by Buyer pursuant to Paragraph 2.1.(e)follows. Company shall apply all accounts receivable payments received from customers to If such payment or any accompanying documents specify the specific invoices invoice or other item for which such payments are submitted if correlation payment is being made, such payment shall be applied in the accounting detail records to such invoice or other item. If such payment or any accompanying documents do not specify the invoice or other item for which such payment is being made, Purchaser shall make prompt inquiry of specific invoices with the customer, requesting such payments is reasonably possible andinformation. If Purchaser has not received the necessary information from the customer, if such correlation is not reasonably possiblewithin sixty (60) days of receipt of payment, then the applicable payment shall be credited in the accounting detail records to the oldest outstanding Receivable relating to that customer. (ii) Notwithstanding the application of payments to specified invoices or other items in the accounting detail records, payments from customers included in Receivables received by Purchaser shall be remitted to Seller until each such Receivable is fully collected. If, due to the receipt of cash from customers included in the Receivables by Seller, no additional amount is due to Seller from the customer making payment, then Seller shall immediately forward such payment to Purchaser. If either Purchaser or Seller receives payments of Receivables related to an insolvent account debtor, the payments will be deposited or remitted to the account of Seller to the extent that such amount was included in Receivables on the Closing Date and was not subsequently collected by or remitted to Seller provided that, in no event will Seller receive a higher percentage of the Receivables than the percentage of debt recoverable by such account debtor's creditors in general. (iii) On a monthly basis, not later than the tenth Business Day of each month, Purchaser will provide to Seller an aging of Receivables as of the end of the prior month with a recon- ciliation of cash applied and credits issued against the Receivables to cash remitted to Seller by Purchaser in respect of such Receivables, in the form of Schedule 5.7(b) hereto (the "AR RECONCILIATION"). (c) If Purchaser or Seller has received notice of a billing dispute with respect to a particular invoice, Purchaser will notify Seller or Seller will notify Purchaser, as the case may be, and payments shall be applied by Purchaser to such invoice in the manner set forth above only if the dispute is resolved on or before November 30, 1997. If the customer does not pay a particular invoice in full and if the customer has indicated to Purchaser or Seller that customer's oldest outstanding accounts receivable balance firstthe shortfall is in respect of a warranty claim or other liability assumed by Purchaser hereunder (including, but not limited to, freight, cooperative advertising credits or discounts), then Purchaser shall make payment to Seller within five (5) Business Days in an amount equal to such shortfall, provided that, if the cumulative unremitted shortfall is less than $10,000, Purchaser may remit such amount on a monthly basis, not later than the fifth Business Day of the following month. (d) Purchaser shall remit by wire transfer daily the aggregate amount of all cash, checks, drafts or other similar items of payment received by Purchaser as funds become available that are to be applied against the Receivables for the account of Seller to an account, whose account number has been provided to Purchaser by Seller. Buyer If the aggregate amount to be remitted to Seller on any day is less than $10,000, Purchaser may remit such amount on the next Business Day on which funds are required to be remitted to Seller. Purchaser shall promptly transfernot, assign and deliver without the prior consent of Seller, take any action that would adversely affect the ability of Seller, or Purchaser on behalf of Seller, to collect the Company all Receivables, including, but not limited to, the granting of Buyer's rightreturns, title and interest markdowns, allowances or similar customer concessions which could result in and a credit being asserted with respect to any receivables reflected of the Receivables. Purchaser's best efforts in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent Receivables shall not be unreasonably withheld. Notwithstanding anything contained the collection methods consistently applied in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in Business for the collection of accounts receivable arising from Company's business prior to of the Closing DateBusiness, provided that Company consistent with past practice, but Purchaser shall not be required to file suitinstitute suit or incur any extraordi- nary expenses in connection therewith. On or about December 1, employ the services 1997, Purchaser shall transfer to Parent any documentation relating to any Receivable uncollected, in whole or in part, as of that date. (e) If any payment is received by Seller in respect of a collection agency Receivable, Seller shall immediately notify Purchaser thereof, and if (i) such payment is related to an account receivable of Purchaser rather than to a Receivable of Seller and (ii) all Receivables from such customer as of the Closing Date have been collected and remitted to Seller or commence if Seller has received notice of a dispute relating to the unpaid Receivables, then Seller shall immediately forward such payment to Purchaser in accordance with Purchaser's instructions. After November 30, 1997, Purchaser shall remit to Seller only such payments received that (i) are specifically identified by the customer as being a payment of a Receivable transferred to Seller pursuant to this Section 5.7(d) and (ii) had not previously been remitted to Seller. (f) Within forty five (45) days after Purchaser transfers to Parent any other official proceeding documentation relating to any Receivable, Seller shall, at its option, review the application of payments and credits against such Receivable and provide a written notice to Purchaser setting forth for such Receivable the nature and amount of any difference (the "AR NOTICE"). Purchaser and Seller will have thirty (30) days to resolve the differences set forth in order the AR Notice. If the differences are not resolved by the Purchaser and Seller within the thirty (30) day period, the AR Notice will be referred to collect any delinquent accounts included the Referee for resolution. The Referee shall act as an arbitrator and shall issue its report resolving all differences set forth in Company's accounts receivablethe AR Notice within thirty (30) days after such dispute is referred to it. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such arbitration, except that the fees and expenses of the Referee hereunder shall be borne equally by Seller and Purchaser. This provision for arbitration shall be specifically enforceable by the parties. The decision of the Referee in accordance with the provisions hereof shall be final and binding (absent manifest error) and there shall be no right of appeal therefrom.

Collection of Accounts Receivable. Company shall Following the Closing, Seller may use its commercially reasonable efforts means to collect for Buyer's account all the accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant receivables related to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)Business that Seller retains in accordance with the procedures delineated on Schedule 10.1 hereto. Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible andSeller shall, if such correlation is not reasonably possiblewithin two (2) business days following receipt thereof, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver forward to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 payments received by Seller that belongs to the contraryCompany (each such payment to be forwarded to the Company without discount or deduction even if such payment relates to an Acquired Accounts Receivable, in which event the Company shall undertake treat such payment as a collection efforts in substantially with respect to an Acquired Account Receivable for the same manner purposes of Section 3.4 hereof). Similarly, the Company shall, upon receiving after the Closing Date any payment of an account receivable that does not constitute an Acquired Account Receivable, forward such payment to Seller within two (2) business days following receipt thereof. Except as is customary provided in the collection of immediately following sentence, the Company will credit all payments collected to accounts receivable arising from Company's business prior in descending order of age, and allow Seller to use a "first in, first out" inventory accounting principle (the "FIFO" method) for crediting its retained accounts receivable relating to the Closing Date, provided Business so that funds forwarded by the Company to Seller to satisfy an outstanding customer account receivable will be credited first to the oldest outstanding account(s) receivable of such customer of the Business retained by Seller. Neither Seller nor the Company shall not be required to file suitforward funds under this Section 10.1 if there is a bona fide dispute as to the obligation of the customer to pay the applicable account receivable; provided, employ the services that a dispute as to a particular account receivable of a collection agency or commence customer of the Business shall not constitute grounds for withholding the forwarding of funds under this Section 10.1 in relation to any other official proceeding in order to collect any delinquent other, undisputed accounts included in Company's accounts receivablereceivable of such customer of the Business.

Collection of Accounts Receivable. Company shall use its commercially reasonable efforts On a weekly basis, Seller agrees to collect for pay to Buyer any payments on Buyer's account all accounts receivable balances set forth on the Final Closing Balance Sheet and shall promptly remit remitted to Buyer all amounts collectedSeller. To facilitate collection of accounts receivableOn a weekly basis, Buyer agrees to reasonably discharge its obligations under and pursuant pay to the Business' product warranties as assumed by Buyer pursuant Seller any payment on Seller's accounts receivable remitted to Paragraph 2.1.(e)Buyer. Company shall apply all With respect to any accounts receivable payments received from by either Buyer or Seller relating to customers common to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible andboth Buyer and Seller, if the documentation relating to such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver payment does not specify whether the payment relates to the Company all of Seller's invoice or Buyer's rightinvoice, title the party receiving such payment shall notify the other party and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the Company, which consent payment shall not be unreasonably withheldutilized by the recipient thereof until the application thereof has been mutually agreed to by Buyer and Seller. Buyer and Seller shall provide each other with reasonable access to their respective books and records for the purposes of reconciling the accounts receivable relating to the Business Unit. On the date that is thirty (30) days after the Closing Date, pursuant to the Lockbox Documents, Seller shall assign to Buyer the lockbox located at LaSalle National Bank into which Seller's accounts receivable relating to the Business Unit are deposited. Notwithstanding anything contained in this Section 7.5 herein to the contrary, Company shall undertake collection efforts in substantially Buyer and Seller acknowledge and agree that all accounts receivable of the same manner after Business Unit as of the Closing (except for the Sysco Equipment Lease Receivables) are being retained by Seller as is customary in the collection an Excluded Asset. Seller hereby grants to Buyer a limited power of accounts attorney to endorse any checks payable to Seller which are received by Buyer and specifically relate solely to an account receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivableBuyer.

Collection of Accounts Receivable. To the extent any accounts receivable of the Company that existed on the Closing Date (the “Closing Date Accounts Receivable”) shall use its remain uncollected at the end of the sixth month following the Closing Date, Trintech, Inc. may, provided Trintech, Inc. used commercially reasonable efforts to collect such accounts, at its option at any time thereafter, assign such uncollected Closing Date Accounts Receivable to the Shareholders’ Representative in exchange for Buyer's account all accounts receivable balances set forth the release to Trintech, Inc. from the Base Escrow Amount included in the Escrow Fund of an amount equal to (a) the aggregate balance on the Final Closing Balance Sheet Date of the Closing Date Accounts Receivable, net of any reserve for doubtful accounts that was taken into account in determining the Measured Assets, minus (b) the aggregate amount collected in respect of all Closing Date Accounts Receivable after the Closing Date. The Shareholders’ Representative, acting on behalf of all Senior Preferred Shareholders, shall cooperate in the release of such funds from escrow. The Shareholders’ Representative shall thereafter be entitled to take such actions as he, she or it, as the case may be, may deem reasonable and shall promptly remit appropriate to Buyer all amounts collected. To facilitate collection of collect such assigned accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to provided that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's right, title and interest in and to any receivables reflected in the Final Closing Business Balance Sheet which are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the prior written consent of the CompanyTrintech, Inc., which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to , the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company Shareholders’ Representative shall not take action that could reasonably be required expected to file suit, employ damage the services Surviving Corporation’s relationship with any of a collection agency its customers or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivableclients.

Collection of Accounts Receivable. Company From and after the Closing Date, Parent shall use its cause Target to use, and Target shall use, commercially reasonable efforts to collect for Buyer's account all the accounts receivable balances set forth on of the Final Target as of the Effective Date as reflected in the final Post-Closing Balance Sheet Report (the "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) days after the expiration of the first anniversary of the Effective Date, Parent shall cause Target to prepare, and Target shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e). Company shall apply all accounts receivable payments received from customers to the specific invoices for which such payments are submitted if correlation of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possible, then such payments shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign prepare and deliver to Company a report which lists (i) the Company all Accounts Receivable which remain uncollected as of Buyer's rightthe first anniversary of the Effective Date, title (ii) provides a summary of the expenses, if any, reasonably incurred with respect to the collection of the Accounts Receivable, and interest in (iii) sets forth a calculation of the "Collected A/R Amount" (which is defined as the sum of the Accounts Receivable collected less the reasonable collection expenses incurred), and to any receivables reflected in the Final shortfall, if any, between the sum of the Accounts Receivable (net of the reserves for doubtful accounts indicated on the final Post-Closing Business Balance Sheet which are not collected within one hundred twenty Sheet) and the Collected A/R Amount. Within ten (12010) days following Closing. Buyer shall reasonably assist in collection efforts following the transfer of such receivables. Buyer will not adjust any accounts receivable balances reflected on the Final Closing Business Balance Sheet without the written consent of the after said report is delivered to Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to the contrary, Company shall undertake collection efforts in substantially pay to Parent (or the same manner after applicable Target, at Parent's request), any shortfall indicated on such report. As to all Accounts Receivable or portions of Accounts Receivable which remain uncollected as of the Closing first anniversary of the Effective Date, following receipt by Parent (or Target as is customary in the collection case may be) from Company of accounts receivable arising from Company's business prior 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 necessary or convenient to transfer the uncollected Accounts Receivable which existed as of the Effective Time or portions thereof to the Closing Date, provided that Company shall not be required and to file suit, employ facilitate the services enforcement of a collection agency or commence any other official proceeding the reassigned obligations by Company in order to collect any delinquent accounts included in Company's accounts receivableits own name and right.

Collection of Accounts Receivable. Company From and after the Closing --------------------------------- Date, the Surviving Corporation shall use its commercially reasonable efforts to collect for Buyer's account all the accounts receivable balances set forth of the Company that are reflected on the Final financial or accounting records of the Company as of the Closing Balance Sheet (the "Accounts -------- Receivable"). The Surviving Corporation shall not settle an Account Receivable ---------- at less than face value without the prior written consent of the Stockholders' Representative, which consent will not be unreasonably withheld. If an Account Receivable has not been collected within 120 days after the Closing Date, then, for a period of 45 days after the date that the Stockholders' Representative receives notice that the Accounts Receivable are past due (the "Collection ---------- Period"), the Stockholders' Representative, on behalf of the Surviving ------ Corporation, shall use commercially reasonable efforts with the cooperation of the Surviving Corporation to effect such collection and the Stockholders' Representative shall promptly remit to Buyer all amounts collected. To facilitate collection of accounts receivable, Buyer agrees to reasonably discharge its obligations under and pursuant any monies so collected to the Business' product warranties as assumed by Buyer pursuant to Paragraph 2.1.(e)Surviving Corporation. The Company Stockholders shall apply all accounts receivable payments received from customers not have liability under Section 3.25 until the expiration of such Collection Period. If any Parent Indemnified Party receives indemnification due to the specific invoices for which such payments are submitted if correlation uncollectability of specific invoices with such payments is reasonably possible and, if such correlation is not reasonably possibleAccounts Receivable, then such payments the Surviving Corporation shall be applied to that customer's oldest outstanding accounts receivable balance first. Buyer shall promptly transfer, assign and deliver to the Company all of Buyer's its right, title and interest in to all uncollected Accounts Receivable to the Stockholders' Representative at the time of such indemnity payment. The liability of the Company Stockholders to the Parent Indemnified Parties is only if and to any receivables reflected in the Final Closing Business Balance Sheet which extent that the Accounts Receivable are not collected within one hundred twenty (120) days following Closing. Buyer shall reasonably assist in collection efforts following a total amount of the transfer face amount of such receivables. Buyer will not adjust any accounts receivable balances the Accounts Receivable less the applicable reserve reflected on the Final Closing Business Balance Sheet without the written consent financial or accounting records of the Company, which consent shall not be unreasonably withheld. Notwithstanding anything contained in this Section 7.5 to Company as of the contrary, Company shall undertake collection efforts in substantially the same manner after the Closing as is customary in the collection of accounts receivable arising from Company's business prior to the Closing Date, provided that Company shall not be required to file suit, employ the services of a collection agency or commence any other official proceeding in order to collect any delinquent accounts included in Company's accounts receivableClosing.