Common use of Post-Closing Accounts Receivable Clause in Contracts

Post-Closing Accounts Receivable. After the Closing Date and continuing for a period of eighteen (18) months thereafter, Buyer shall in accordance with commercially reasonable business practices that are not materially less diligent than those used by the Parent with respect to its own business operations, attempt to collect (and shall cause the Aether Acquired Entities to attempt to collect) the Accounts Receivable existing on the Closing Date ("CLOSING DATE ACCOUNTS RECEIVABLES"). In determining the collectability of Closing Date Accounts Receivable, the Parties agree that all amounts collected after the Closing shall be applied to the oldest accounts first, unless an account debtor specifies that any one or more of the payments made by such account debtor is being made with respect to a particular outstanding Accounts Receivable of such account debtor, in which case such payment shall be applied as such account debtor so specifies. To the extent that Buyer receives payment from Seller under Article VIII in respect of any uncollected Closing Date Accounts Receivable (each such Account Receivable, a "REIMBURSED RECEIVABLE"), Buyer shall transfer to Seller all remaining records pertaining to such Reimbursed Receivable and Seller shall be thereafter entitled to collect such Reimbursed Receivable for its own account. If after payment by Seller, any Reimbursed Receivable is collected by or on behalf of Buyer (including by any of the Aether Acquired Entities), Buyer shall promptly pay (or cause to be paid) over to Seller the amount collected.

Post-Closing Accounts Receivable. After the Closing Date and continuing for a period of eighteen (18) months thereafter, Buyer shall in accordance with commercially reasonable business practices that are not materially less diligent than those used by the Parent with respect to its own business operations, attempt to collect (and shall cause the Aether Acquired Entities to attempt to collect) the Accounts Receivable existing on at the Closing Date Effective Time ("CLOSING DATE ACCOUNTS RECEIVABLES"“Effective Time Accounts Receivables”). In determining the collectability of Closing Date Effective Time Accounts Receivable, the Parties agree that all amounts collected after the Closing Effective Time shall be applied to the oldest accounts first, unless an account debtor specifies that any one or more of the payments made by such account debtor is being made with respect to a particular outstanding Accounts Account Receivable of such account debtor, in which case such payment shall be applied as such account debtor so specifies. To the extent that Buyer receives payment from Seller under Article VIII in respect of any uncollected Closing Date Effective Time Accounts Receivable (each such Account Receivable, a "REIMBURSED RECEIVABLE"“Reimbursed Receivable”), Buyer shall transfer to Seller all remaining records pertaining to such Reimbursed Receivable and Seller shall thereafter be thereafter entitled to collect such Reimbursed Receivable for its own account. If after payment by Seller, any Reimbursed Receivable is collected by or on behalf of Buyer (including by any of the Aether Acquired Entities), Buyer shall promptly pay (or cause to be paid) over to Seller the amount collected.’ 7.4 New Section 6.4

Post-Closing Accounts Receivable. After the Closing Date and continuing for a period of eighteen (18) months thereafter, Buyer shall in accordance with commercially reasonable business practices that are not materially less diligent than those used by the Parent with respect to its own business operations, attempt to collect (and shall cause the Aether Acquired Entities to attempt to collect) the Accounts Receivable existing on at the Closing Date Effective Time ("CLOSING DATE EFFECTIVE TIME ACCOUNTS RECEIVABLES"). In determining the collectability of Closing Date Effective Time Accounts Receivable, the Parties agree that all amounts collected after the Closing Effective Time shall be applied to the oldest accounts first, unless an account debtor specifies that any one or more of the payments made by such account debtor is being made with respect to a particular outstanding Accounts Account Receivable of such account debtor, in which case such payment shall be applied as such account debtor so specifies. To the extent that Buyer receives payment from Seller under Article VIII in respect of any uncollected Closing Date Effective Time Accounts Receivable (each such Account Receivable, a "REIMBURSED RECEIVABLE"), Buyer shall transfer to Seller all remaining records pertaining to such Reimbursed Receivable and Seller shall thereafter be thereafter entitled to collect such Reimbursed Receivable for its own account. If after payment by Seller, any Reimbursed Receivable is collected by or on behalf of Buyer (including by any of the Aether Acquired Entities), Buyer shall promptly pay (or cause to be paid) over to Seller the amount collected.' 7.4 New Section 6.4 of the Purchase Agreement. A new Section 6.4 shall be added to the Purchase Agreement immediately after Section 6.3 and shall read as follows:

Post-Closing Accounts Receivable. After the Closing Date and continuing for a period of eighteen (18) months thereafter, Buyer shall in accordance with commercially reasonable business practices that are not materially less diligent than those used by the Parent with respect to its own business operations, attempt to collect (and shall cause the Aether Acquired Entities to attempt to collect) the Accounts Receivable existing on the Closing Date ("CLOSING DATE ACCOUNTS RECEIVABLES"“Closing Date Accounts Receivables”). In determining the collectability of Closing Date Accounts Receivable, the Parties agree that all amounts collected after the Closing shall be applied to the oldest accounts first, unless an account debtor specifies that any one or more of the payments made by such account debtor is being made with respect to a particular outstanding Accounts Receivable of such account debtor, in which case such payment shall be applied as such account debtor so specifies. To the extent that Buyer receives payment from Seller under Article VIII in respect of any uncollected Closing Date Accounts Receivable (each such Account Receivable, a "REIMBURSED RECEIVABLE"“Reimbursed Receivable”), Buyer shall transfer to Seller all remaining records pertaining to such Reimbursed Receivable and Seller shall be thereafter entitled to collect such Reimbursed Receivable for its own account. If after payment by Seller, any Reimbursed Receivable is collected by or on behalf of Buyer (including by any of the Aether Acquired Entities), Buyer shall promptly pay (or cause to be paid) over to Seller the amount collected.