Common use of Indemnification for Accounts Receivable Clause in Contracts

Indemnification for Accounts Receivable. From and after the --- --------------------------------------- Closing Date, the Buyer shall use its commercially reasonable best efforts to cause the Company and its Subsidiaries to collect payment of all trade accounts receivable of the Company and its Subsidiaries. In the event that the Buyer and the Company, after using their commercially reasonable best efforts consistent with the past practices of the Company and its Subsidiaries to collect payment in full of any Reimbursable Trade Account Receivable (as defined below), has not received payment in full (net of bad debt reserves and credit memo reserves reflected on the Audited Closing Balance Sheet (as increased or decreased, as the case may be, by the Resolved Objections and the CPA--Determined Differences)) on or before the Due Date (as defined below), the Buyer shall notify the Sellers' Representative of such event (which notice shall set forth the amount of such Reimbursable Trade Account Receivable, the name of the customer and the Due Date with respect thereto). Upon receipt of any such notice from the Buyer, the Sellers' Representative shall review the information set forth therein. If the Sellers' Representative so requests, the Buyer shall make available to the Sellers' Representative such additional information which is in the possession and control of either the Buyer, the Company or any of their respective Subsidiaries with respect to such Reimbursable Trade Account Receivable as the Sellers' Representative may reasonably require. Subject to Sections 12.1(c), 12.4 and 14.2, within fifteen (15) days of the receipt by the Sellers' Representative of such notice (or such later date as is reasonably required for the Sellers' Representative to review any additional information received from the Buyer at the request of the Sellers' Representative), the Sellers shall pay to the Buyer, an amount equal to the excess of (A) the amount of such Reimbursable Trade Account Receivable that remains past due and unpaid after the Due Date over (B) any amount for which a reserve with respect to such Reimbursable Trade Account Receivable has been established on the Audited Closing Balance Sheet (either as a bad debt reserve or a credit memo reserve); provided that the Sellers -------- shall have no obligation to pay (i) any amount under this Section if the Buyer (x) fails to keep and maintain the collection operation of the Company and its Subsidiaries in its present location under the supervision of Xxxxxx Xxxxxxx or, in the case Xx. Xxxxxxx is not employed by the Buyer and was not terminated without cause (as determined under Xx. Xxxxxxx'x Employment Agreement), his replacement, and (y) reduces the size or the salary level of the staff below the present level or changes (adversely) the commission basis for salesmen or (z) reduces the collection expense budget below that which is consistent with past practice or (ii) to the extent the Buyer takes any action which would reduce such Reimbursable Trade Account Receivable or otherwise interfere with its collection in full. From time to time at the request of the Sellers' Representative, the Buyer shall supply the Sellers with such information as the Sellers' Representative may reasonably request concerning the aging of the Reimbursable Trade Accounts Receivable of the Company and its Subsidiaries and any conversion of the Company's computer system referred to below. As used herein, the term "Reimbursable Trade Account -------------------------- Receivable" shall mean any trade account receivable of the Company (i) ---------- reflected in the Audited Closing Balance Sheet, (ii) for which payment has not been withheld or disputed as a result of any right of setoff or other claim against the Buyer, the Company or any Subsidiary of the Company in respect of transactions arising after the Closing Date and (iii) which does not reflect any other concession made after the Closing Date by the Buyer, the Company or any Subsidiary of the Company to the customer in respect of such trade account receivable. Except as specified in respect of any payment received, all payments received from a customer shall be applied first against the oldest receivables with respect to such customer. As used herein, the term "Due --- Date" with respect to the Reimbursable Trade Account Receivables shall mean 180 days after the Closing Date; provided, however that in the event that it -------- is necessary for the Buyer to undertake a conversion of the Company's computer system, the Due Date shall be extended for any period in which the Company's computer system with respect to trade accounts receivable is not fully operational. To the extent that the Buyer has not collected the full amount of any Reimbursable Trade Account Receivable and the Buyer has been compensated therefor as set forth in this Section 12.1(b), the Buyer shall transfer and assign all right, title and interest in an any such Reimbursable Trade Account Receivable to the Sellers, free of any Liens. It is agreed and understood that in exercising "commercially reasonable best efforts" in connection with the collection of accounts receivable pursuant to this Section, the Buyer and the Company shall have no obligation to take any action out of the ordinary course of business consistent with past practice of the Business; provided that the Buyer agrees that it shall (consistent with -------- past practice of the Business) commence or threaten any litigation or prepare or file any proof of claim in any bankruptcy or similar proceeding or incur such expenses (consistent with past practice of the Business) to collect such receivables.

Indemnification for Accounts Receivable. From and after --------------------------------------- the --- --------------------------------------- Closing Date, the Buyer shall use its commercially reasonable best efforts to cause the Company and its Subsidiaries to collect payment of all trade accounts receivable of the Company and its Subsidiaries. In the event that the Buyer and the Company, after using their commercially reasonable best efforts consistent with the past practices of the Company and its Subsidiaries to collect payment in full of any Reimbursable Trade Account Receivable (as defined below), has not received payment in full (net of bad debt reserves and credit memo reserves reflected on the Audited Closing Balance Sheet (as increased or decreased, as the case may be, by the Resolved Objections and the CPA--Determined Differences)) on or before the Due Date (as defined below), the Buyer shall notify the Sellers' Representative of such event (which notice shall set forth the amount of such Reimbursable Trade Account Receivable, the name of the customer and the Due Date with respect thereto). Upon receipt of any such notice from the Buyer, the Sellers' Representative shall review the information set forth therein. If the Sellers' Representative so requests, the Buyer shall make available to the Sellers' Representative such additional information which is in the possession and control of either the Buyer, the Company or any of their respective Subsidiaries with respect to such Reimbursable Trade Account Receivable as the Sellers' Representative may reasonably require. Subject to Sections 12.1(c), 12.4 and 14.2, within fifteen (15) days of the receipt by the Sellers' Representative of such notice (or such later date as is reasonably required for the Sellers' Representative to review any additional information received from the Buyer at the request of the Sellers' Representative), the Sellers shall pay to the Buyer, an amount equal to the excess of (A) the amount of such Reimbursable Trade Account Receivable that remains past due and unpaid after the Due Date over (B) any amount for which a reserve with respect to such Reimbursable Trade Account Receivable has been established on the Audited Closing Balance Sheet (either as a bad debt reserve or a credit memo reserve); provided that the Sellers -------- shall have -------- no obligation to pay (i) any amount under this Section if the Buyer (x) fails to keep and maintain the collection operation of the Company and its Subsidiaries in its present location under the supervision of Xxxxxx Xxxxxxx or, in the case Xx. Xxxxxxx is not employed by the Buyer MI or its subsidiaries and was not terminated without cause (as determined under Xx. Xxxxxxx'x Employment Agreement), his replacement, and (y) reduces the size or the salary level of the staff below the present level or changes (adversely) the commission basis for salesmen or (z) reduces the collection expense budget below that which is consistent with past practice or (ii) to the extent the Buyer takes any action which would reduce such Reimbursable Trade Account Receivable or otherwise interfere with its collection in full. From time to time at the request of the Sellers' Representative, the Buyer shall supply the Sellers with such information as the Sellers' Representative may reasonably request concerning the aging of the Reimbursable Trade Accounts Receivable of the Company and its Subsidiaries and any conversion of the Company's computer system referred to below. As used herein, the term "Reimbursable Trade Account -------------------------- Receivable" shall mean ------------------------------------- any trade account receivable of the Company (i) ---------- reflected in the Audited Closing Balance Sheet, (ii) for which payment has not been withheld or disputed as a result of any right of setoff or other claim against the Buyer, the Company or any Subsidiary of the Company in respect of transactions arising after the Closing Date and (iii) which does not reflect any other concession made after the Closing Date by the Buyer, the Company or any Subsidiary of the Company to the customer in respect of such trade account receivable. Except as specified in respect of any payment received, all payments received from a customer shall be applied first against the oldest receivables with respect to such customer. As used herein, the term "Due --- Date" with respect to the Reimbursable Trade --------- Account Receivables shall mean 180 days after the Closing Date; provided, however that in the event that it -------- is necessary for the Buyer -------- to undertake a conversion of the Company's computer system, the Due Date shall be extended for any the period in which to be agreed by the Company's computer system with respect Buyer and the Sellers' Representative; provided that if such Persons fail to trade accounts receivable is not fully operationalagree -------- then the Due Date shall be 240 days after the Closing Date. To the extent that the Buyer has not collected the full amount of any Reimbursable Trade Account Receivable and the Buyer has been compensated therefor as set forth in this Section 12.1(b), the Buyer shall transfer and assign all right, title and interest in an any such Reimbursable Trade Account Receivable to the Sellers, free of any Liens. It is agreed and understood that in exercising "commercially reasonable best efforts" in connection with the collection of accounts receivable pursuant to this Section, the Buyer and the Company shall have no obligation to take any action out of the ordinary course of business consistent with past practice of the Business; provided that the Buyer agrees that it shall (consistent with -------- past practice of the Business) commence or threaten any litigation or prepare or file any proof of claim in any bankruptcy or similar proceeding or incur such expenses (consistent with past practice of the Business) to collect such receivables.

Indemnification for Accounts Receivable. From and after --------------------------------------- the --- --------------------------------------- Closing Date, the Buyer shall use its commercially reasonable best efforts to cause the Company and its Subsidiaries to collect payment of all trade accounts receivable of the Company and its Subsidiaries. In the event that the Buyer and the Company, after using their commercially reasonable best efforts consistent with the past practices of the Company and its Subsidiaries to collect payment in full of any Reimbursable Trade Account Receivable (as defined below), has not received payment in full (net of bad debt reserves and credit memo reserves reflected on the Audited Closing Balance Sheet (as increased or decreased, as the case may be, by the Resolved Objections and the CPA--CPA-- Determined Differences)) on or before the Due Date (as defined below), the Buyer shall notify the Sellers' Representative of such event (which notice shall set forth the amount of such Reimbursable Trade Account Receivable, the name of the customer and the Due Date with respect thereto). Upon receipt of any such notice from the Buyer, the Sellers' Representative shall review the information set forth therein. If the Sellers' Representative so requests, the Buyer shall make available to the Sellers' Representative such additional information which is in the possession and control of either the Buyer, the Company or any of their respective Subsidiaries with respect to such Reimbursable Trade Account Receivable as the Sellers' Representative may reasonably require. Subject to Sections 12.1(c), 12.4 and 14.2, within fifteen (15) days of the receipt by the Sellers' Representative of such notice (or such later date as is reasonably required for the Sellers' Representative to review any additional information received from the Buyer at the request of the Sellers' Representative), the Sellers shall pay to the Buyer, an amount equal to the excess of (A) the amount of such Reimbursable Trade Account Receivable that remains past due and unpaid after the Due Date over (B) any amount for which a reserve with respect to such Reimbursable Trade Account Receivable has been established on the Audited Closing Balance Sheet (either as a bad debt reserve or a credit memo reserve); provided that the Sellers -------- shall have no obligation to pay (i) any amount under -------- this Section if the Buyer (x) fails to keep and maintain the collection operation of the Company and its Subsidiaries in its present location under the supervision of Xxxxxx Xxxxxxx or, in the case Xx. Xxxxxxx is not employed by the Buyer MI or its Subsidiaries and was not terminated without cause (as determined under Xx. Xxxxxxx'x Employment Agreement), his replacement, and (y) reduces the size or the salary level of the staff below the present level or changes (adversely) the commission basis for salesmen or (z) reduces the collection expense budget below that which is consistent with past practice or (ii) to the extent the Buyer takes any action which would reduce such Reimbursable Trade Account Receivable or otherwise interfere with its collection in full. From time to time at the request of the Sellers' Representative, the Buyer shall supply the Sellers with such information as the Sellers' Representative may reasonably request concerning the aging of the Reimbursable Trade Accounts Receivable of the Company and its Subsidiaries and any conversion of the Company's computer system referred to below. As used herein, the term "Reimbursable Trade Account -------------------------- Receivable" shall mean any trade account receivable of the Company (i) reflected ---------- reflected in the Audited Closing Balance Sheet, (ii) for which payment has not been withheld or disputed as a result of any right of setoff or other claim against the Buyer, the Company or any Subsidiary of the Company in respect of transactions arising after the Closing Date and (iii) which does not reflect any other concession made after the Closing Date by the Buyer, the Company or any Subsidiary of the Company to the customer in respect of such trade account receivable. Except as specified in respect of any payment received, all payments received from a customer shall be applied first against the oldest receivables with respect to such customer. As used herein, the term "Due --- Date" -------- with respect to the Reimbursable Trade Account Receivables shall mean 180 days after the Closing Date; provided, however that in the event that it -------- is necessary -------- for the Buyer to undertake a conversion of the Company's computer system, the Due Date shall be extended for any the period in which to be agreed by the Company's computer system with respect Buyer and the Sellers' Representative; provided that if such Persons fail to trade accounts receivable is not fully operationalagree then the -------- Due Date shall be 240 days after the Closing Date. To the extent that the Buyer has not collected the full amount of any Reimbursable Trade Account Receivable and the Buyer has been compensated therefor as set forth in this Section 12.1(b), the Buyer shall transfer and assign all right, title and interest in an any such Reimbursable Trade Account Receivable to the Sellers, free of any Liens. It is agreed and understood that in exercising "commercially reasonable best efforts" in connection with the collection of accounts receivable pursuant to this Section, the Buyer and the Company shall have no obligation to take any action out of the ordinary course of business consistent with past practice of the Business; provided that the Buyer agrees that it shall (consistent with past -------- past practice of the Business) commence or threaten any litigation or prepare or file any proof of claim in any bankruptcy or similar proceeding or incur such expenses (consistent with past practice of the Business) to collect such receivables.

Indemnification for Accounts Receivable. From and after the --- --------------------------------------- Closing Date, the Buyer shall use its commercially reasonable best efforts to cause the Company and its Subsidiaries to collect payment of all trade accounts receivable of the Company and its Subsidiaries. In the event that the Buyer and the Company, after using their commercially reasonable best efforts consistent with the past practices of the Company and its Subsidiaries to collect payment in full of any Reimbursable Trade Account Receivable (as defined below), has not received payment in full (net of bad debt reserves and credit memo reserves reflected on the Audited Closing Balance Sheet (as increased or decreased, as the case may be, by the Resolved Objections and the CPA--Determined Differences)) on or before the Due Date (as defined below), the Buyer shall notify the Sellers' Representative of such event (which notice shall set forth the amount of such Reimbursable Trade Account Receivable, the name of the customer and the Due Date with respect thereto). Upon receipt of any such notice from the Buyer, the Sellers' Representative shall review the information set forth therein. If the Sellers' Representative so requests, the Buyer shall make available to the Sellers' Representative such additional information which is in the possession and control of either the Buyer, the Company or any of their respective Subsidiaries with respect to such Reimbursable Trade Account Receivable as the Sellers' Representative may reasonably require. Subject to Sections 12.1(c), 12.4 and 14.2, within fifteen (15) days of the receipt by the Sellers' Representative of such notice (or such later date as is reasonably required for the Sellers' Representative to review any additional information received from the Buyer at the request of the Sellers' Representative), the Sellers shall pay to the Buyer, an amount equal to the excess of (A) the amount of such Reimbursable Trade Account Receivable that remains past due and unpaid after the Due Date over (B) any amount for which a reserve with respect to such Reimbursable Trade Account Receivable has been established on the Audited Closing Balance Sheet (either as a bad debt reserve or a credit memo reserve); provided that the Sellers shall -------- shall have no obligation to pay (i) any amount under this Section if the Buyer (x) fails to keep and maintain the collection operation of the Company and its Subsidiaries in its present location under the supervision of Xxxxxx Xxxxxxx or, in the case Xx. Xxxxxxx is not employed by the Buyer Company or its Subsidiaries and was not terminated without cause (as determined under Xx. Xxxxxxx'x Employment Agreement), his replacement, and (y) reduces the size or the salary level of the staff below the present level or changes (adversely) the commission basis for salesmen or (z) reduces the collection expense budget below that which is consistent with past practice or (ii) to the extent the Buyer takes any action which would reduce such Reimbursable Trade Account Receivable or otherwise interfere with its collection in full. From time to time at the request of the Sellers' Representative, the Buyer shall supply the Sellers with such information as the Sellers' Representative may reasonably request concerning the aging of the Reimbursable Trade Accounts Receivable of the Company and its Subsidiaries and any conversion of the Company's computer system referred to below. As used herein, the term "Reimbursable Trade Account -------------------------- Receivable" shall mean any trade account receivable of the Company (i) ---------- reflected in the Audited Closing Balance Sheet, (ii) for which payment has not been withheld or disputed as a result of any right of setoff or other claim against the Buyer, the Company or any Subsidiary of the Company in respect of transactions arising after the Closing Date and (iii) which does not reflect any other concession made after the Closing Date by the Buyer, the Company or any Subsidiary of the Company to the customer in respect of such trade account receivable. Except as specified in respect of any payment received, all payments received from a customer shall be applied first against the oldest receivables with respect to such customer. As used herein, the term "Due --- Date" with respect to the Reimbursable Trade Account Receivables shall mean 180 days after the Closing Date; provided, however that in the event that it -------- is necessary for the Buyer to undertake a conversion of the Company's computer system, the Due Date shall be extended for any period in which the Company's computer system with respect to trade accounts receivable is not fully operational. To the extent that the Buyer has not collected the full amount of any Reimbursable Trade Account Receivable and the Buyer has been compensated therefor as set forth in this Section 12.1(b), the Buyer shall transfer and assign all right, title and interest in an any such Reimbursable Trade Account Receivable to the Sellers, free of any Liens. It is agreed and understood that in exercising "commercially reasonable best efforts" in connection with the collection of accounts receivable pursuant to this Section, the Buyer and the Company shall have no obligation to take any action out of the ordinary course of business consistent with past practice of the Business; provided that the Buyer agrees that it shall (consistent with -------- past practice of the Business) commence or threaten any litigation or prepare or file any proof of claim in any bankruptcy or similar proceeding or incur such expenses (consistent with past practice of the Business) to collect such receivables.terminated

Indemnification for Accounts Receivable. From and after the --- --------------------------------------- Closing Date, the Buyer shall use its commercially reasonable best efforts to cause the Company and its Subsidiaries to collect payment of all trade accounts receivable of the Company and its Subsidiaries. In the event that the Buyer and the Company, after using their commercially reasonable best efforts consistent with the past practices of the Company and its Subsidiaries to collect payment in full of any Reimbursable Trade Account Receivable (as defined below), has not received payment in full (net of bad debt reserves and credit memo reserves reflected on the Audited Closing Balance Sheet (as increased or decreased, as the case may be, by the Resolved Objections and the CPA--Determined Differences)) on or before the Due Date (as defined below), the Buyer shall notify the Sellers' Representative of such event (which notice shall set forth the amount of such Reimbursable Trade Account Receivable, the name of the customer and the Due Date with respect thereto). Upon receipt of any such notice from the Buyer, the Sellers' Representative shall review the information set forth therein. If the Sellers' Representative so requests, the Buyer shall make available to the Sellers' Representative such additional information which is in the possession and control of either the Buyer, the Company or any of their respective Subsidiaries with respect to such Reimbursable Trade Account Receivable as the Sellers' Representative may reasonably require. Subject to Sections 12.1(c), 12.4 and 14.2, within fifteen (15) days of the receipt by the Sellers' Representative of such notice (or such later date as is reasonably required for the Sellers' Representative to review any additional information received from the Buyer at the request of the Sellers' Representative), the Sellers shall pay to the Buyer, an amount equal to the excess of (A) the amount of such Reimbursable Trade Account Receivable that remains past due and unpaid after the Due Date over (B) any amount for which a reserve with respect to such Reimbursable Trade Account Receivable has been established on the Audited Closing Balance Sheet (either as a bad debt reserve or a credit memo reserve); provided that the Sellers -------- shall have no obligation to pay (i) any amount under this Section if the Buyer (x) fails to keep and maintain the collection operation of the Company and its Subsidiaries in its present location under the supervision of Xxxxxx Xxxxxxx or, in the case Xx. Xxxxxxx is not employed by the Buyer and was not terminated without cause (as determined under Xx. Xxxxxxx'x Employment Agreement), his replacement, and (y) reduces the size or the salary level of the staff below the present level or changes (adversely) the commission basis for salesmen or (z) reduces the collection expense budget below that which is consistent with past practice or (ii) to the extent the Buyer takes any action which would reduce such Reimbursable Trade Account Receivable or otherwise interfere with its collection in full. From time to time at the request of the Sellers' Representative, the Buyer shall supply the Sellers with such information as the Sellers' Representative may reasonably request concerning the aging of the Reimbursable Trade Accounts Receivable of the Company and its Subsidiaries and any conversion of the Company's computer system referred to below. As used herein, the term "Reimbursable Trade Account -------------------------- Receivable" shall mean any trade account receivable of the Company (i) ---------- reflected in the Audited Closing Balance Sheet, (ii) for which payment has not been withheld or disputed as a result of any right of setoff or other claim against the Buyer, the Company or any Subsidiary of the Company in respect of transactions arising after the Closing Date and (iii) which does not reflect any other concession made after the Closing Date by the Buyer, the Company or any Subsidiary of the Company to the customer in respect of such trade account receivable. Except as specified in respect of any payment received, all payments received from a customer shall be applied first against the oldest receivables with respect to such customer. As used herein, the term "Due --- Date" with respect to the Reimbursable Trade Account Receivables shall mean 180 days after the Closing Date; provided, however that in the event that it -------- is necessary for the Buyer to undertake a conversion of the Company's computer system, the Due Date shall be extended for any period in which the Company's computer system with respect to trade accounts receivable is not fully operational. To the extent that the Buyer has not collected the full amount of any Reimbursable Trade Account Receivable and the Buyer has been compensated therefor as set forth in this Section 12.1(b), the Buyer shall transfer and assign all right, title and interest in an any such Reimbursable Trade Account Receivable to the Sellers, free of any Liens. It is agreed and understood that in exercising "commercially reasonable best efforts" in connection with the collection of accounts receivable pursuant to this Section, the Buyer and the Company shall have no obligation to take any action out of the ordinary course of business consistent with past practice of the Business; provided that the Buyer agrees that it shall (consistent with -------- past practice of the Business) commence or threaten any litigation or prepare or file any proof of claim in any bankruptcy or similar proceeding or incur such expenses (consistent with past practice of the Business) to collect such receivables.the