Common use of Collection of Accounts Receivable Clause in Contracts

Collection of Accounts Receivable. (a) Metron shall retain all accounts receivable outstanding in connection with the Distribution Business as of the Closing Date (the “Pre-Closing Accounts Receivable”), and, except as provided below, shall be responsible for all collection activities for such Pre-Closing Accounts Receivable. Subject to Section 5.1(c), in the event that FSI or any of its Affiliates receives a payment in respect of any Pre-Closing Account Receivable, FSI shall within thirty (30) days of receipt of such payment pay over such payment to Metron. In the event that Metron or any of its Affiliates receives a payment in respect of any an account receivable generated by FSI with respect to the Distribution Business (excluding the Israel Distribution Business) after the Closing Date, Metron shall within thirty (30) days of receipt of such payment pay over such payment to FSI. (b) On the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, of all Pre-Closing Accounts Receivable related to SCD system Products and MLD system Products. FSI and Metron shall cooperate in good faith in order to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Pre-Closing Accounts Receivable. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made by Metron or its Affiliates prior to Closing.

Collection of Accounts Receivable. (a) Metron From and after the Closing, Buyer shall retain all accounts receivable outstanding in connection with use its commercially reasonable efforts to cause the Distribution Business Company and IPS, pursuant to that certain Billing Services Agreement entered into by and among IPS, [REDACTED] and the Company and dated as of November 1, 2012 and that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing billing services agreement is being terminated, to xxxx for services provided by the Company prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable attributable to services provided by the Company prior to the Closing Date (collectively, the “Pre-Closing Accounts Receivable”), and, except as provided below, . The Company shall be responsible for all have no obligation to file collection activities for actions or lawsuits with respect to any such Pre-Closing Accounts Receivable. Subject Receivable attributable to Section 5.1(c), in services provided by the event that FSI or any of its Affiliates receives a payment in respect of any Pre-Closing Account Receivable, FSI shall within thirty (30) days of receipt of such payment pay over such payment Company prior to Metron. In the event that Metron or any of its Affiliates receives a payment in respect of any an account receivable generated by FSI with respect to the Distribution Business (excluding the Israel Distribution Business) after the Closing Date, Metron ; nor shall within thirty the Company have any liability to Seller or Seller Owner (30or [REDACTED] or IPS) days of receipt of such payment pay over such payment for any failure by IPS to FSI. (b) On timely xxxx for services provided by the Company prior to the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, of all Date or to collect any such Pre-Closing Accounts Receivable related attributable to SCD system Products services provided by the Company prior to the Closing Date. This Section shall not apply with respect to any billing for services provided by the Company on or after the Closing Date or any Accounts Receivable attributable to services provided by the Company on or after the Closing Date (“Post-Closing Accounts Receivable”). 5.9.1 The Company shall pay to Seller, solely from Pre-Closing Accounts Receivable collections, by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month (which calendar month begins after the Closing Date), an amount equal to the positive difference (if any) between (a) the aggregate of the Pre-Closing Accounts Receivable collected by IPS during such immediately preceding calendar month minus (b) the aggregate of the Management Fees payable to [REDACTED] pursuant to that certain Management Services Agreement entered into by and MLD system Productsamong [REDACTED] and the Company and dated as of November 1, 2012 (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Services Agreement is being terminated). FSI and Metron An example of the intended application of this Section 5.9.1 in conjunction with the application of Section 5.8 of the Other Acquisition Agreement, relating to the collection of Pre-Closing Accounts Receivable is set forth in the Accounts Receivable Worksheet attached hereto as Exhibit H. For avoidance of doubt, in no event will Company (or Buyer) owe any amounts to Seller under this Section 5.9 other than from Pre-Closing Accounts Receivable collections. 5.9.2 Each monthly payment shall cooperate include a breakdown showing, in good faith in order reasonable detail, the determination of the amount payable such month by the Company to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Seller. 5.9.3 Buyer shall not allow any Liens on the Pre-Closing Accounts Receivable. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made by Metron or its Affiliates prior to Closing.

Collection of Accounts Receivable. (a) Metron On the date of delivery of the Preliminary Closing Balance Sheet, Amtech shall retain all deliver to Intermec listings of the invoices and the unpaid amount of each and any other items making up the total billed accounts receivable outstanding in connection with included on the Distribution Business as of Preliminary Closing Balance Sheet. During the Closing 180-day period following the Transfer Date (the “Pre-Closing Accounts Receivable”"Collection Period"), andIntermec shall (and shall cause the relevant members of TSG to) use the normal collection procedures used in the Business (but in no event shall any of them be obligated to file or perfect any liens or file or prosecute any suit as part of its collection effort) to collect all billed accounts, except as provided belownotes and drafts receivable which are legally due under the relevant contract and which will be included in the Final Closing Balance Sheet (the "Transfer Date Receivables"). For purposes of the foregoing sentence, "legally due under the relevant contract" means the amount billed excluding any retention permitted under such contract until the conditions of such retention are fulfilled. Any payments received by Intermec or French Subsidiary or any member of TSG from any person who is the account debtor on any of the Transfer Date Receivables (a "Customer") shall be responsible for all collection activities for such Pre-Closing Accounts Receivable. Subject to Section 5.1(c)applied as specified by the Customer, unless it is uncertain which invoice is being paid, in which case, payments shall be applied in the event order of the oldest invoice first. Amtech shall promptly remit to Intermec any payments that FSI it or any of its Affiliates receives a payment the Remaining Amtech Subsidiaries may receive in respect of any Pre-Closing Account Receivable, FSI of the Transfer Date Receivables. Intermec and French Subsidiary shall within thirty (30and shall cause the relevant members of TSG to) days make and keep detailed records of receipt of such payment pay over such payment to Metron. In the event that Metron or any of its Affiliates receives a payment amounts collected in respect of any an account receivable generated by FSI with respect to the Distribution Business Transfer Date Receivables until such time as the "Uncollected Receivables" (excluding the Israel Distribution Business) after the Closing Date, Metron shall within thirty (30) days of receipt of such payment pay over such payment to FSI. as defined in paragraph (b) On the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, of all Pre-Closing Accounts Receivable related below) are assigned to SCD system Products and MLD system Products. FSI and Metron shall cooperate in good faith in order Amtech pursuant to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Pre-Closing Accounts Receivableparagraph (b) below. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made by Metron or its Affiliates prior to Closing.

Collection of Accounts Receivable. (a) Metron From and after the Closing, Buyer shall retain all accounts receivable outstanding in connection with use its commercially reasonable efforts to cause the Distribution Business Company and IPS, pursuant to that certain Billing Services Agreement entered into by and among IPS, [REDACTED] and the Company and dated as of November 1, 2012 and that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing billing services agreement is being terminated, to xxxx for services provided by the Company prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable attributable to services provided by the Company prior to the Closing Date (collectively, the “Pre-Closing Accounts Receivable”), and, except as provided below, . The Company shall be responsible for all have no obligation to file collection activities for actions or lawsuits with respect to any such Pre-Closing Accounts Receivable. Subject Receivable attributable to Section 5.1(c), in services provided by the event that FSI or any of its Affiliates receives a payment in respect of any Pre-Closing Account Receivable, FSI shall within thirty (30) days of receipt of such payment pay over such payment Company prior to Metron. In the event that Metron or any of its Affiliates receives a payment in respect of any an account receivable generated by FSI with respect to the Distribution Business (excluding the Israel Distribution Business) after the Closing Date, Metron ; nor shall within thirty the Company have any liability to Seller or Seller Owner (30or [REDACTED] or IPS) days of receipt of such payment pay over such payment for any failure by IPS to FSI. (b) On timely xxxx for services provided by the Company prior to the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, of all Date or to collect any such Pre-Closing Accounts Receivable related attributable to SCD system Products services provided by the Company prior to the Closing Date. This Section shall not apply with respect to any billing for services provided by the Company on or after the Closing Date or any Accounts Receivable attributable to services provided by the Company on or after the Closing Date (“Post-Closing Accounts Receivable”). 5.9.1 The Company shall pay to Seller, solely from Pre-Closing Accounts Receivable collections, by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month (which calendar month begins after the Closing Date), an amount equal to the positive difference (if any) between (a) the aggregate of the Pre- Closing Accounts Receivable collected by IPS during such immediately preceding calendar month minus (b) the aggregate of the Management Fees payable to [REDACTED] pursuant to that certain Management Services Agreement entered into by and MLD system Productsamong [REDACTED] and the Company and dated as of November 1, 2012 (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Services Agreement is being terminated). FSI and Metron An example of the intended application of this Section 5.9.1 in conjunction with the application of Section 5.8 of the Other Acquisition Agreement, relating to the collection of Pre-Closing Accounts Receivable) is set forth in the Accounts Receivable Worksheet attached hereto as Exhibit H. For avoidance of doubt, in no event will Company (or Buyer) owe any amounts to Seller under this Section 5.9 other than from Pre-Closing Accounts Receivable collections. 5.9.2 Each monthly payment shall cooperate include a breakdown showing, in good faith in order reasonable detail, the determination of the amount payable such month by the Company to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Seller. 5.9.3 Buyer shall not allow any Liens on the Pre-Closing Accounts Receivable. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made by Metron or its Affiliates prior to Closing.

Collection of Accounts Receivable. (a) Metron From and after the Closing, Buyer shall retain all accounts receivable outstanding in connection with use its commercially reasonable efforts to cause the Distribution Business Company and IPS, pursuant to that certain Billing Services Agreement entered into by and among IPS, [REDACTED] and the Company and dated as of November 1, 2012 and that certain Termination Agreement dated as of November 30, 2014 pursuant to which the foregoing billing services agreement is being terminated, to xxxx for services provided by the Company prior to the Closing Date and to collect, in the ordinary course, the Accounts Receivable attributable to services provided by the Company prior to the Closing Date (collectively, the “Pre-Closing Accounts Receivable”), and, except as provided below, . The Company shall be responsible for all have no obligation to file collection activities for actions or lawsuits with respect to any such Pre-Closing Accounts Receivable. Subject Receivable attributable to Section 5.1(c), in services provided by the event that FSI or any of its Affiliates receives a payment in respect of any Pre-Closing Account Receivable, FSI shall within thirty (30) days of receipt of such payment pay over such payment Company prior to Metron. In the event that Metron or any of its Affiliates receives a payment in respect of any an account receivable generated by FSI with respect to the Distribution Business (excluding the Israel Distribution Business) after the Closing Date, Metron ; nor shall within thirty the Company have any liability to Seller or Seller Owner (30or [REDACTED] or IPS) days of receipt of such payment pay over such payment for any failure by IPS to FSI. (b) On timely xxxx for services provided by the Company prior to the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, of all Date or to collect any such Pre-Closing Accounts Receivable related attributable to SCD system Products services provided by the Company prior to the Closing Date. This Section shall not apply with respect to any billing for services provided by the Company on or after the Closing Date or any Accounts Receivable attributable to services provided by the Company on or after the Closing Date (“Post-Closing Accounts Receivable”). 5.9.1 The Company shall pay to Seller, solely from Pre-Closing Accounts Receivable collections, by the tenth (10th) day of each calendar month, with respect to the immediately preceding calendar month (which calendar month begins after the Closing Date), an amount equal to the positive difference (if any) between (a) the aggregate of the Pre-Closing Accounts Receivable collected by IPS during such immediately preceding calendar month minus (b) the aggregate of the Management Fees payable to [REDACTED] pursuant to that certain Management Services Agreement entered into by and MLD system Productsamong [REDACTED] and the Company and dated as of November 1, 2012 (subject to that certain Termination Agreement dated as of even date herewith pursuant to which such foregoing Management Services Agreement is being terminated). FSI and Metron An example of the intended application of this Section 5.9.1 in conjunction with the application of Section 5.8 of the Other Acquisition Agreement, relating to the collection of Pre-Closing Accounts Receivable) is set forth in the Accounts Receivable Worksheet attached hereto as Exhibit H. For avoidance of doubt, in no event will Company (or Buyer) owe any amounts to Seller under this Section 5.9 other than from Pre-Closing Accounts Receivable collections. 5.9.2 Each monthly payment shall cooperate include a breakdown showing, in good faith in order reasonable detail, the determination of the amount payable such month by the Company to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Seller. 5.9.3 Buyer shall not allow any Liens on the Pre-Closing Accounts Receivable. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made by Metron or its Affiliates prior to Closing.

Collection of Accounts Receivable. (a) Metron On the date of delivery of the --------------------------------- Preliminary Closing Balance Sheet, Amtech shall retain all deliver to Intermec listings of the invoices and the unpaid amount of each and any other items making up the total billed accounts receivable outstanding in connection with included on the Distribution Business as of Preliminary Closing Balance Sheet. During the Closing 180-day period following the Transfer Date (the “Pre-Closing Accounts Receivable”"Collection Period"), andIntermec shall (and shall cause the relevant members of TSG to) use the normal collection procedures used in the Business (but in no event shall any of them be obligated to file or perfect any liens or file or prosecute any suit as part of its collection effort) to collect all billed accounts, except as provided belownotes and drafts receivable which are legally due under the relevant contract and which will be included in the Final Closing Balance Sheet (the "Transfer Date Receivables"). For purposes of the foregoing sentence, "legally due under the relevant contract" means the amount billed excluding any retention permitted under such contract until the conditions of such retention are fulfilled. Any payments received by Intermec or French Subsidiary or any member of TSG from any person who is the account debtor on any of the Transfer Date Receivables (a "Customer") shall be responsible for all collection activities for such Pre-Closing Accounts Receivable. Subject to Section 5.1(c)applied as specified by the Customer, unless it is uncertain which invoice is being paid, in which case, payments shall be applied in the event order of the oldest invoice first. Amtech shall promptly remit to Intermec any payments that FSI it or any of its Affiliates receives a payment the Remaining Amtech Subsidiaries may receive in respect of any Pre-Closing Account Receivable, FSI of the Transfer Date Receivables. Intermec and French Subsidiary shall within thirty (30and shall cause the relevant members of TSG to) days make and keep detailed records of receipt of such payment pay over such payment to Metron. In the event that Metron or any of its Affiliates receives a payment amounts collected in respect of any an account receivable generated by FSI with respect to the Distribution Business Transfer Date Receivables until such time as the "Uncollected Receivables" (excluding the Israel Distribution Business) after the Closing Date, Metron shall within thirty (30) days of receipt of such payment pay over such payment to FSI. as defined in paragraph (b) On the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, of all Pre-Closing Accounts Receivable related below) are assigned to SCD system Products and MLD system Products. FSI and Metron shall cooperate in good faith in order Amtech pursuant to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Pre-Closing Accounts Receivableparagraph (b) below. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency in respect of any post-Closing services assumed and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made by Metron or its Affiliates prior to Closing.

Collection of Accounts Receivable. (a) Metron Following the Commencement Time, DTN and the Merger Sub shall retain use their respective best efforts to collect any and all accounts receivable outstanding Accounts Receivable provided that DTN and Post-Merger WSC will not be required to use greater efforts than those employed by WSC prior to the Commencement Time. All collections from any Person who is a debtor with respect to an Account Receivable will be applied in connection with the Distribution Business as chronological order of the Closing Date respective due dates of the amounts owing by such Person to WSC, DTN and Post-Merger WSC (i.e., to the “Pre-Closing Accounts Receivable”oldest unpaid amount first), andunless such Person indicates in writing that a payment is to be applied in another, except as provided below, shall specified manner (in which case such payment will be responsible for all collection activities for such Pre-Closing Accounts Receivable. Subject to Section 5.1(c), applied in the event manner specified). From the Commencement Time and through the eleven months after the Closing Date, none of DTN, Post-Merger WSC or ABRY will directly or indirectly encourage any such debtor to specify that FSI or any payment by such debtor to any of its Affiliates receives a payment them be applied in respect of any Pre-Closing Account Receivable, FSI shall within thirty (30) days of receipt of such payment pay over such payment to Metronmanner other than in the chronological manner described above. In the event that Metron DTN or any Post-Merger WSC makes a claim for indemnification under Section 12F arising out of its Affiliates receives a payment breach of a representation or warranty set forth in respect of any an account receivable generated by FSI with respect Section 3I, to the Distribution Business (excluding the Israel Distribution Business) extent that any Accounts Receivable remain uncollected after eleven months following the Closing Date, Metron shall within thirty DTN and the Merger Sub will assign to ABRY (30for the benefit of the WSC Stockholders) days of receipt of the right to collect all such payment pay uncollected Accounts Receivable and to exercise all rights and remedies in connection thereto. DTN and the Merger Sub promptly will turn over such payment to FSI. (b) On ABRY the Closing Date, Metron shall provide FSI with a listing, as of February 28, 2003, proceeds of all Pre-Closing Accounts Receivable related to SCD system Products and MLD system Products. FSI and Metron shall cooperate in good faith in order to facilitate the prompt payment by customers to Metron or its Affiliates of all such Product Pre-Closing Accounts Receivable. (c) In the event that any Product Pre-Closing Account Receivable is more than sixty (60) days outstanding on the Closing Date or becomes more than sixty (60) days outstanding at any time after the Closing Date and the reason for non-payment by the customer is not the result of any dispute with a customer stemming from a failure of the relevant Product or any deficiency collections in respect of any postthe Accounts Receivable received after such eleven-Closing services assumed month period, and rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall, in exchange for Metron’s assignment the net proceeds of such Pre-Closing Account Receivable to FSI, pay Metron in full for the amount outstanding under such Pre-Closing Account Receivable and, upon such assignment, shall assume responsibility for all collection activities for such Pre-Closing Account Receivable. For the avoidance of doubt, the parties agree that FSI shall have no obligation to assume responsibility for the collection of any such Product Pre-Closing Account Receivable if Metron’s failure to collect is due to a credit issue with the customer, the customer’s cash flow problems or any disputes over proper invoicing or shipment of Products made collections received by Metron or its Affiliates prior to ClosingABRY will constitute additional Merger Consideration.