Common use of Guaranty of Receivables Clause in Contracts

Guaranty of Receivables. At the Closing, Seller and VSI shall execute and deliver to Buyer a Guaranty in the form set forth as Exhibit "B" hereto (the "Receivables Guaranty"), under the terms of which Seller and VSI, jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts receivable of VSI and Seller as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate of $125,000) will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct by the Chief Financial Officer of Buyer. In the event such net indebtedness is not received by Buyer on or before 150 days after the Closing Date, VSI and Seller shall within ten business days following receipt from Buyer of such accounting giving notice to such effect cause the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for such accounts receivable, whereupon Buyer shall promptly assign or cause to be assigned to VSI or Seller all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received by Buyer for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following the Closing Date, Buyer shall use reasonable and customary efforts to collect such receivables (but shall not be obligated to initiate litigation) and any amounts received by Buyer in respect of such accounts receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without any direction from Buyer.

Guaranty of Receivables. At the Closing, Seller and VSI Xxxxxxx shall ----------------------- execute and deliver to Buyer a Guaranty in the form set forth attached as Exhibit "B" D hereto --------- (the "Receivables Guaranty"), under the terms of which Seller and VSIXxxxxxx shall, -------------------- jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts and notes receivable of VSI and Seller as of the Closing Date (less the reserve net of any allowance for doubtful accounts not to exceed an aggregate of $125,000on the Interim Financial Statements) will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct paid by the Chief Financial Officer of respective debtors to Buyer. In the event such net indebtedness is not received by Buyer on or before 150 paid within 180 days after the Closing Date, VSI Seller and Seller shall Xxxxxxx shall, jointly and severally, within ten business days following receipt from Buyer of such accounting giving notice to such effect cause the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for collected in respect of such accounts and notes receivable, whereupon Buyer shall promptly assign or cause to be assigned to VSI Seller or Seller Xxxxxxx all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received by Buyer for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following Following the Closing Date, Buyer shall use reasonable send statements to the account debtors or note makers, write letters and customary efforts to collect such receivables (but make telephone calls seeking payment. Buyer shall not be obligated to initiate litigation) commence a suit to enforce payment of any accounts or notes receivable or undertake any extraordinary collection efforts. If Buyer collects with respect to accounts and any amounts received notes receivable existing as of the Closing Date an amount in excess of 100% of the amount guaranteed by Seller pursuant to this Section 6.15, Buyer in respect shall remit to Seller the amount of such accounts receivable shall be applied first excess as an addition to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without any direction from BuyerPurchase Price.

Guaranty of Receivables. At the Closing, Seller and VSI shall execute and deliver to Buyer a Guaranty in the form set forth attached as Exhibit "B" E hereto (the "“Receivables Guaranty"”), under the terms of which Seller and VSI, jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts and notes receivable of VSI and Seller as of the Closing Date that are included in the Purchased Assets (less the reserve net of any allowance for doubtful accounts not to exceed an aggregate of $125,000on the Financial Statements) will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct paid by the Chief Financial Officer of respective debtors to Buyer. In the event such net indebtedness is not received by Buyer on or before 150 paid within 180 days after the Closing Date, VSI and Seller shall within ten business days following receipt from Buyer of such accounting giving notice to such effect cause the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for collected in respect of such accounts and notes receivable, whereupon Buyer shall promptly assign or cause to be assigned to VSI or Seller all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In Buyer shall provide monthly aged receivable reports to Seller on the event that last day of each month and shall permit Seller to communicate with such account debtor for reasonable collection purposes. All reasonable out-of-pocket costs and expenses incurred by Buyer during the six month period immediately after the Closing Date with respect to the collection of such accounts and notes receivable (including, without limitation, attorneys’ fees and court costs) shall be the responsibility of Seller but solely to the extent such costs exceed the amount received by Buyer for such which Buyer’s actual collections of Closing Date accounts receivable exceed the net indebtedness guaranteed hereunder, and Seller shall be in excess reimburse Buyer therefor as part of such net indebtedness, the amount of such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day periodReceivables Guaranty. During the 150 days following Following the Closing Date, Buyer acknowledges that Seller’s accounts receivable are Buyer’s and Buyer shall use follow the same practice with respect to the Seller’s accounts receivable that Buyer follows with respect to its own collection efforts, including sending statements to the account debtors or note makers, writing letters and making telephone calls seeking payment. Buyer shall employ reasonable and customary collection efforts with respect to collect such receivables (but accounts receivable. Buyer shall apply all customer payments to the oldest invoice for such customer. Buyer shall not be obligated to initiate litigation) commence a suit to enforce payment of any accounts or notes receivable or undertake any extraordinary collection efforts and any amounts received by will not do so without the consent of Seller which will not be unreasonably withheld. Buyer in respect of such accounts receivable shall be applied first to the oldest such not make concession on or settle an account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing Seller without any direction from BuyerSeller’s written consent which will not be unreasonably withheld.

Guaranty of Receivables. At the Closing, Seller and VSI Sellers shall ----------------------- execute and deliver to Buyer a Guaranty in the form set forth as Exhibit "B" C --------- hereto (the "Receivables Guaranty"), under the terms of which Seller and VSI, jointly and severally, Sellers -------------------- shall unconditionally guarantee that all indebtedness represented by the accounts and notes receivable of VSI the Company and Seller its Subsidiaries as of the Closing Date (less other than notes receivable from employees of the Company or its Subsidiaries and net of the reserve for doubtful accounts not to exceed an aggregate of $125,000accounts) as reflected on the Audited Financial Statements will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct paid by the Chief Financial Officer of Buyerrespective account debtors to the Company and its Subsidiaries. In the event such net indebtedness is not received by Buyer on or paid before 150 days after the first anniversary of the Closing Date, VSI Sellers shall, jointly and Seller shall severally, within ten business days following receipt from Buyer of such accounting giving written notice to such effect cause the Escrow Agent to effect, make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for collected in respect of such accounts and notes receivable, whereupon Buyer shall promptly cause the Company and its Subsidiaries to assign or cause to be assigned Sellers without recourse to VSI or Seller Buyer (by an instrument of assignment reasonably satisfactory to Sellers) all rights, claims, actions or causes of action which Buyer Company may have relating to any such unpaid receivables. In If the event that Company or any Subsidiary thereafter receives payment for any unpaid receivables which have been assigned to Sellers, Buyer shall cause the amount received by Buyer for Company or such accounts receivable shall be in excess of such net indebtedness, Subsidiary to remit to Sellers the amount of any such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day periodpayment. During the 150 days following Following the Closing Date, Buyer shall use reasonable cause the Company or its Subsidiaries to send statements to the account debtors or note makers, write letters and customary efforts to collect such receivables (but make telephone calls seeking payment in a manner reasonably consistent with the past practices of AZZ. The Company and its Subsidiaries shall not be obligated to initiate litigation) and commence a suit to enforce payment of any amounts received by Buyer in respect of such accounts or notes receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without or undertake any direction from Buyerextraordinary collection efforts.

Guaranty of Receivables. At the Closing, Seller and VSI shall execute and deliver to Buyer a Guaranty in the form set forth as Exhibit "B" hereto (the "Receivables Guaranty"), under the terms of which Seller and VSI, jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts receivable of VSI and Seller as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate of $125,000) will be received by Buyer. Within 160 days following On the Closing Date, Seller and Buyer shall prepare ----------------------- jointly send a letter to each of the obligors on the Accounts Receivable purchased hereunder, informing each such obligor of the transfer hereunder and deliver instructing them to VSI remit all payments and Seller an accounting other items in respect of collections on such receivables on or before 150 days following Accounts Receivable and all future Accounts Receivable of the Buyer to the lockbox of the Buyer as specified in such letter. Buyer shall, after the Closing Date, certified as true and correct by use efforts consistent with the Chief Financial Officer of Buyer. In the event such net indebtedness is not received efforts used by Buyer on in the collection of its own Accounts Receivable, exclusive, however, of suit or before 150 other third-party collection methods, to collect the Accounts Receivable of Seller purchased hereunder. For each such Account Receivable, any amounts received from, the account customer shall be applied first to reduce such Account Receivable and then to other amounts owed by such customer, except for amounts which are the subject of a bona fide dispute and not paid by reason of such disputed amounts which are identifiable to a particular Account Receivable and amounts as to which the account customer has directed that there be- application to a particular Account Receivable. Without regard to any assertion that Seller may make with respect to prior collection efforts, ninety (90) days after the Closing Date, VSI and to the extent the aggregate amount of such uncollected Accounts Receivable exceeds the amount contained in the Reserve, Seller shall within upon ten business (10) days following receipt notice from Buyer, reimburse Buyer of such accounting giving notice to such effect cause the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between amount then outstanding in respect of each such net indebtedness Account Receivable transferred to Buyer hereunder, and the amount received by Buyer for upon such accounts receivablereimbursement, whereupon Buyer shall promptly assign transfer to Seller or cause to be assigned to VSI or Seller its assignee all rightsright, claims, actions or causes of action which Buyer may have relating title and interest in and to such unpaid receivablesAccount Receivable. In the event that the amount received by Buyer With respect to any Account Receivable for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer to VSI (from which Seller has reimbursed Buyer's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following the Closing Date, Buyer shall apply any funds collected by it with respect to such Account Receivable in the same manner as they would be applied hereunder had they been collected prior to reimbursement by Seller and shall promptly remit any such collections thereon to Seller. Seller shall be entitled to pursue the collection of any outstanding Account Receivable for which it has reimbursed Buyer or which Buyer has not purchased hereunder, except that Seller shall confer with Buyer prior to taking any such action and Seller agrees to use its reasonable and customary best efforts not to collect injure any customer relationships of Buyer. Seller hereby agrees to authorize such receivables (but banks as Buyer shall not be obligated designate to initiate litigation) deposit without Seller's endorsement into Buyer's account payments on Accounts Receivable which are addressed to Seller, and any amounts payments received by Seller on an Account Receivable of Buyer in respect of such accounts receivable shall be applied first attributable to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise Seller will be held in writing without any direction from trust for Buyer and promptly delivered to Buyer.

Guaranty of Receivables. At the ClosingAs soon as practicable following May 31, Seller and VSI 1996, but in no event later than June 30, 1996, SV shall execute prepare and deliver to Buyer Seller a Guaranty in the form set forth as Exhibit "B" hereto schedule (the "Receivables GuarantyRECEIVABLES SCHEDULE"), under certified as to accuracy by SV's chief financial officer, setting forth the terms amount of which Seller Receivables collected and VSI, jointly and severally, shall unconditionally guarantee that all indebtedness represented not collected by the accounts receivable of VSI and Seller as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate of $125,000) will be received by Buyer. Within 160 days SV following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting including in such determination the amount, if any, of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct Seller's Receivables collected by the Chief Financial Officer of Buyer. In the event such net indebtedness is not received by Buyer on or before 150 days SV after the Closing Date. As to any and all uncollected Receivables, VSI and Seller the Receivables Schedule shall within ten business days following receipt from Buyer of such accounting giving notice to such effect cause identify the Escrow Agent to make payment from customer, the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness uncollected and the amount received number of collection contacts made by Buyer for such accounts receivable, whereupon Buyer shall promptly assign or cause SV in an effort to be assigned to VSI or Seller all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivablesrecover same. In the event that the amount received Receivables Schedule certifies that SV has not collected at least ninety-five percent (95%) of the Effective Date Receivables Value (including and giving credit for any Seller's Receivables collected by Buyer SV) and at least ninety-five percent of receivables from the Consumer Catalogue Business for the period from the Effective Date until December 31, 1995 (to the extent such accounts receivable receivables were considered in calculation of the Gross Margin) (the "CONSUMER CATALOGUE RECEIVABLES"), then the Holdback Amount shall be reduced by (i) the amount that the collected Receivables (including and giving credit for any Seller's Receivables collected by SV) is less than ninety-five percent (95%) of the Effective Date Receivables Value and (ii) the amount that the collected Consumer Catalogue Receivables is less than ninety-five percent (95%) of such Consumer Catalogue Receivables; any reduction of the Holdback Amount in excess of such net indebtedness, the amount of such excess will Holdback Amount shall be promptly paid by Buyer Seller to VSI Xxxxx- Xxxxxx following such determination. Thereafter, to the extent SV subsequently collects additional Receivables or Consumer Catalogue Receivables (up to the ninety-five percent guaranty), SV shall, as appropriate, reverse any reduction in the Holdback Amount or reimburse the collected amount directly to Seller. SV shall assign to Seller any Receivables remaining uncollected to the extent the Holdback Amount has been reduced in accordance with the provisions of this Section 1.5(f). In addition, from Buyerand after the time that SV has collected at least ninety-five percent (95%) of the Effective Date Receivables Value (including and giving credit for any Seller's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following the Closing Date, Buyer shall use reasonable and customary efforts to collect such receivables (but shall not be obligated to initiate litigationReceivables collected by SV) and any amounts received by Buyer in respect of such accounts receivable shall be applied first to the oldest such account receivable at least ninety- five percent of the respective account debtor unless the account debtor specifically directs otherwise in writing without Consumer Catalogue Receivables, SV shall pay promptly to Seller any direction revenue thereafter collected from BuyerSeller's Receivables.

Guaranty of Receivables. At the Closing, Seller and VSI the Shareholder shall execute and deliver to Buyer a Guaranty in the form set forth attached as Exhibit "B" E hereto (the "“Receivables Guaranty"”), under the terms of which Seller and VSIthe Shareholder shall, jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts and notes receivable of VSI and Seller as of the Closing Date that are included in the Purchased Assets (less the reserve net of any allowance for doubtful accounts not to exceed an aggregate of $125,000on the Interim Financial Statements) will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct paid by the Chief Financial Officer of respective debtors to Buyer. In the event such net indebtedness is not received by Buyer on or before 150 paid within 180 days after the Closing Date, VSI Seller and Seller shall the Shareholder shall, jointly and severally, within ten business days following receipt from Buyer of such accounting giving notice to such effect cause the Escrow Agent to effect, make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for collected in respect of such accounts and notes receivable, whereupon Buyer shall promptly assign or cause to be assigned to VSI Seller or Seller the Shareholder all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received All out-of-pocket costs and expenses incurred by Buyer for during the six-month period immediately after the Closing Date with respect to the collection of such accounts and notes receivable (including, without limitation, attorneys’ fees and court costs) shall be in excess the sole responsibility of such net indebtednessSeller and the Shareholder, and Seller and the amount Shareholder shall reimburse Buyer therefor as part of such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day periodReceivables Guaranty. During the 150 days following Following the Closing Date, Buyer shall use reasonable send statements to the account debtors or note makers, write letters and customary efforts to collect such receivables (but make telephone calls seeking payment. Buyer shall not be obligated to initiate litigation) and commence a suit to enforce payment of any amounts received by Buyer in respect of such accounts or notes receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without or undertake any direction from Buyerextraordinary collection efforts.

Guaranty of Receivables. At the Closing, Seller and VSI shall execute and deliver to Buyer a Guaranty in the form set forth as Exhibit "B" hereto (the "Receivables Guaranty"), under the terms of which Seller and VSI, jointly and severally, shall unconditionally guarantee that all indebtedness represented by the accounts receivable of VSI Seller and Seller the Subsidiaries as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate of $125,000) will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct by the Chief Financial Officer of Buyer. In the event such net indebtedness is not received by Buyer on or before 150 days after the Closing Date, VSI and Seller shall within ten business days following receipt from Buyer of such accounting giving notice to such effect cause the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for such accounts receivable, whereupon Buyer shall promptly a-72684.2 32 assign or cause to be assigned to VSI or Seller all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received by Buyer for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer to VSI Seller (from Buyer's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following the Closing Date, Buyer shall use reasonable and customary efforts to collect such receivables (but shall not be obligated to initiate litigation) and any amounts received by Buyer in respect of such accounts receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without any direction from Buyer.

Guaranty of Receivables. At the Closing, Seller and VSI the Shareholders shall execute and deliver to Buyer a Guaranty in the form set forth attached as Exhibit "B" D hereto (the "“Receivables Guaranty"”), under the terms of which Seller and VSI, jointly and severally, the Shareholders shall solidarily (within the meaning of the Civil Code of Quebec) unconditionally guarantee that all indebtedness represented by the accounts receivable of VSI and Seller as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate of $125,000) Accounts Receivable will be received by Buyer. Within 160 days following the Closing Date, Buyer shall prepare and deliver to VSI and Seller an accounting of collections on such receivables on or before 150 days following the Closing Date, certified as true and correct paid by the Chief Financial Officer of respective debtors to Buyer. In the event such net indebtedness is not received by Buyer on or before 150 paid within 180 days after the Closing Date, VSI Seller and Seller the Shareholders shall solidarily (within the meaning of the Civil Code of Quebec), within ten business days following receipt from Buyer of such accounting giving notice to such effect cause (the Escrow Agent to “Notice”), make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for collected in respect of such accounts receivableAccounts Receivable, whereupon Buyer shall promptly assign or cause to be assigned to VSI Seller or Seller the Shareholders all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received by Buyer for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer Notice is not sent to VSI (from Buyer's own funds and not from the Escrow Fund) Seller within such ten business day period. During the 150 270 days following the Closing Date, Buyer shall use reasonable be deemed to have collected all indebtedness represented by the Accounts Receivable and customary efforts Seller and the Shareholders shall be released from any obligation with respect to collect the Receivables Guaranty and to any other representation or warranty made or given herein with respect to Accounts Receivable, provided that Seller and the Shareholders shall be released from such receivables (but representations and warranties only to the extent that such are made or given with respect to Accounts Receivable and shall not be released from such representations and warranties to the extent such are made or given with respect to any other matters. Following the Closing Date, Buyer shall send statements to the account debtors or note makers, write letters and make telephone calls seeking payment. Buyer shall not be obligated to initiate litigation) and commence a suit to enforce payment of any amounts received by Buyer in respect of such accounts or notes receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without or undertake any direction from Buyerextraordinary collection efforts.

Guaranty of Receivables. At Subject to the Closing, Seller and VSI shall execute and deliver to Buyer a Guaranty in the form limitations set forth as Exhibit "B" hereto (the "Receivables Guaranty")in this SECTION 4.12, under the terms of which Seller and VSISellers, jointly and severally, shall unconditionally guarantee that all indebtedness represented by to Buyer that, except to the accounts receivable extent of VSI and Seller as of the Closing Date (less the reserve for doubtful accounts not to exceed an aggregate shown on the balance sheets of $125,000) the Acquired Companies as of the Effective Closing Date, all Accounts Receivable reflected on said balance sheet will be received by Buyervalid and legally binding obligations of the persons owing said amounts to the Acquired Companies and that the full amount of the Accounts Receivables, other than Accounts Receivables from Manufacturers, will be paid to the Acquired Companies on or before one hundred twenty (120) days following the Closing Date and the Accounts Receivables from Manufacturers will be paid to the Acquired Companies on or before twelve (12) months from the Closing Date. Within 160 If any part of the Accounts Receivable has not been paid on or before one hundred twenty (120) days following the Closing Date, Buyer shall prepare and deliver or twelve (12) months for Accounts Receivables from Manufacturers, respectively, then to VSI and Seller an accounting the extent that such unpaid part of collections the Accounts Receivable exceeds the reserve for doubtful accounts with respect to such category of Accounts Receivable shown on such receivables on or before 150 days following the balance sheet of the Acquired Companies as of the Effective Closing Date, certified as true Buyer may reassign to Sellers all or any part of the unpaid part of the respective Accounts Receivable, which shall be free and correct by the Chief Financial Officer clear of Buyer. In the event such net indebtedness is not received by Buyer any security interest, lien or other encumbrance arising on or before 150 days after the Closing Date, VSI and Seller which shall within ten business days following receipt from be selected by Sellers, in which event Sellers shall pay to Buyer of such accounting giving notice in cash or by certified check an amount equal to such effect cause reassigned portion of the Escrow Agent to make payment from the Escrow Fund to Buyer of an amount in cash equal to the difference between such net indebtedness and the amount received by Buyer for such accounts receivableAccounts Receivable; provided, whereupon however, that Buyer shall promptly assign or cause have caused the Acquired Companies to be assigned to VSI or Seller all rights, claims, actions or causes of action which Buyer may have relating to such unpaid receivables. In the event that the amount received by Buyer for such accounts receivable shall be in excess of such net indebtedness, the amount of such excess will be paid by Buyer to VSI (from Buyer's own funds and not from the Escrow Fund) within such ten business day period. During the 150 days following the Closing Date, Buyer shall use their reasonable and customary efforts consistent with past practices to collect such receivables (but shall not be obligated to initiate litigation) and any amounts received by Buyer in respect of such accounts receivable shall be applied first to the oldest such account receivable of the respective account debtor unless the account debtor specifically directs otherwise in writing without any direction from BuyerAccounts Receivable.