Excluded Accounts Receivable. All trade accounts receivable and the proceeds thereof that represent the revenues and proceeds of sales and services provided by Seller in the conduct of Seller's Xerox Laser Printer Maintenance Business prior to November 1, 1997, and in the conduct of Seller's Non-Xerox Business at any time;
Excluded Accounts Receivable. (a) Within five Business Days after the date on which the Final Net Purchase Price is finally determined pursuant to Section 2.6, the Buyer will cause the Companies to assign to the Sellers, in consideration for the payment by the Sellers to the Companies of $1.00 in the aggregate, all Excluded Accounts Receivable.
(b) Following the date on which the Final Net Purchase Price is finally determined pursuant to Section 2.6, the Buyer will cause the Companies to use commercially reasonable efforts to collect the Excluded Accounts Receivable and remit to the Sellers, in such proportions as the Sellers’ Representative directs, on a monthly basis, all such amounts collected, without set-off or deduction. Any amounts payable to the Sellers pursuant to this Section 6.7 shall constitute an upwards adjustment to the Purchase Price.
Excluded Accounts Receivable. (a) Notwithstanding the provisions of Section 7.2.5.1(b), if at any time during the *** period after the Closing Date, either of Purchasers or any of their Affiliates receives any Excluded Accounts Receivable, then the applicable Purchaser shall pay (or shall cause such Affiliate to pay) to Seller (or to such Affiliate of Seller as Seller may have designated in writing to Purchasers), as soon as practicable the amount recovered.
(b) For a period of *** after the Closing Date, Seller shall be entitled to collect the Excluded Accounts Receivable and, with respect to any Third Party with whom the Business will have a relationship after the Closing, Seller shall consult and coordinate with Purchasers to discuss and consider any necessary or appropriate actions with a view to collecting the Excluded Accounts Receivable in a reasonable manner. Purchasers shall not waive or release any of the Excluded Accounts Receivable without the prior written consent of Seller.
Excluded Accounts Receivable. The parties agree that the treatment of the accounts receivable (including certain unbilled retainage) described in Section 2.2.2 of the PDM Disclosure Schedule, heretofore referred to in the Asset Purchase Agreement as "Excluded Accounts Receivable", shall be modified such that such accounts receivable (other than the Retained Excluded Accounts Receivable) shall instead be considered "Assets" rather than "Excluded Assets" and shall therefore be the sole and exclusive property of Purchaser. Toward that end, as of May 31, 2001, (i) the provisions of Section 3.3 of the Asset Purchase Agreement (and the defined term "Excluded Accounts Receivable") shall be terminated and inoperative, and Section 2.2.2(a) shall be amended in its entirety to read "Retained Excluded Accounts Receivable", (ii) any amounts previously remitted by Purchaser to Seller with respect to such formerly treated "Excluded Accounts Receivable" (other than the Retained Excluded Accounts Receivable) shall be returned to Purchaser (or credited to Purchaser in connection with the Purchase Price Adjustment provided in Section 3.2 of the Asset Purchase Agreement), and (iii) any proceeds or amounts heretofore or hereafter collected by Purchaser with respect to such formerly treated "Excluded Accounts Receivable" (other than the Retained Excluded Accounts Receivable) shall be retained by Purchaser as its sole and exclusive property.
Excluded Accounts Receivable. Following the Closing, Buyer shall use reasonable efforts to collect the accounts receivable of Seller which Buyer does not elect to purchase pursuant to the terms of Article 1 (the "Excluded Accounts Receivable"). Such "reasonable efforts" shall not require Buyer to file suit or commence other legal action to collect such Excluded Accounts Receivable. Following the Closing, to the extent Buyer shall receive any payments with respect to Excluded Accounts Receivable, Buyer shall pay such amounts received to Sentex, provided that Buyer shall turn over to Seller for collection all Excluded Accounts Receivable on which payment has not been received on or before eighteen (18) months following the Closing Date.
Excluded Accounts Receivable. After the determination of Actual Net Working Capital, until the date that is one year following the Closing Date, Purchaser will cause the Acquired Entities to remit to the account(s) designated in writing by Seller Representative all Excluded Accounts Receivable collected by the Acquired Entities within fifteen (15) Business Days following receipt thereof. Except for any portion of any payments made pursuant to this Section 6.7 required to be treated as imputed interest for U.S. federal income tax purposes (and state, local, and foreign Tax purposes where applicable) or as otherwise required by applicable Tax Law, any payments made pursuant to this Section 6.7 shall be treated as additional purchase price for U.S. federal income tax purposes (and state, local, and foreign Tax purposes where applicable).
Excluded Accounts Receivable. Accompanying the AEW Pro Forma Closing Balance Sheet (and each draft thereof required to be delivered hereunder), and consistent therewith, shall be a list of all accounts receivable as of the Closing Date not reflected on the AEW Pro Forma Closing Balance Sheet and that therefore constitute Assets not transferred hereby (the "Excluded Accounts Receivable"). NCLP agrees to use its normal business efforts as collection agent for Seller to diligently collect the Excluded Accounts Receivable following the Closing Date in the ordinary course of business in accordance with NCLP's standard collection practice, provided, however, that NCLP shall not be required to institute a legal proceeding or utilize any collection agency. NCLP shall provide to Seller and Seller's representative full access to NCLP's books and records to the extent required to confirm compliance by NCLP with this Section 6.14. Any funds received by NCLP payable in respect of Excluded Accounts Receivable in accordance with the terms of this Section 6.14, shall be held for the account of Seller in a segregated bank account and all funds accumulated shall be transferred to Seller within five (5) days of each month end. Seller shall promptly advise NCLP in the event a customer directly pays Seller in respect of any of the Excluded Accounts Receivable. Nothing herein shall preclude Seller from taking any action to collect the Excluded Accounts Receivable.
Excluded Accounts Receivable. The Excluded Pre-Closing Trade Accounts Receivable listed on Schedule B and any Returned Accounts Receivable.
Excluded Accounts Receivable. In the event that Buyer receives payment of any of the accounts receivable which are greater than ninety (90) days old, Buyer shall promptly pay any such amounts received to Seller.
Excluded Accounts Receivable. During the period beginning on the Closing and ending on the last date on which Buyer has reached final settlement on the Excluded Accounts Receivable with the applicable account debtors thereunder, Buyer shall (i) make commercially reasonable efforts to promptly collect the Accounts Receivable, (ii) promptly pay to Sellers any Excluded Accounts Receivables received by Buyer, but in no case later than 5 days after receipt, and (iii) upon reasonable request of Sellers, deliver to Sellers a written statement setting forth (a) the Excluded Accounts Receivable that have been finally settled by Buyer, and (b) for each such Excluded Accounts Receivable, the amount of the payment from the applicable account debtor actually received in cash by Buyer in respect of such Excluded Accounts Receivable.
