Post-Closing Collection Services Clause Samples

Post-Closing Collection Services. (a) Following the Closing, TransWestern shall assume complete responsibility for all billing and collection activities associated with the Future Edition(s). In the event that any customer directs a claim to any Party, such Party shall notify promptly the other Party of such claim. Each of TransWestern and Seller will cooperate with one another and use their respective good faith efforts to deliver to the other party (promptly, but in any event no less frequent than monthly) any payments mistakenly received by one party and belonging to the other party in accordance with this Section 4.4(a). (b) From and after the Closing Date, TransWestern shall assume responsibility, on behalf of Seller, for all billing and collection activities associated with any Prior Editions, including, but not limited to, collection of all trade accounts receivable outstanding as of the Closing with respect to such Prior Editions (including local, foreign and national advertising accounts) (which accounts receivable in the amount(s) set forth on the attached "Accounts Receivable Schedule", less allowance for bad debts and uncollectible accounts, returns, discounts, refunds and similar deductions, shall collectively be referred to hereinafter as "Seller's Closing Accounts Receivable"). TransWestern shall apply any payments (including interest (if any)) collected by it hereunder with respect to Seller's Closing Accounts Receivable to Seller's Closing Accounts Receivable balance, on a customer-by-customer basis (with priority over payments owed to TransWestern by the same customer or creditor for advertising services on Future Editions as described further below) until either (i) Seller's Closing Accounts Receivables are paid in full, or (ii) immediately prior to the close of Seller's Bankruptcy Case, as requested by Seller, or (iii) upon expiration of the period ending on the last day of the twelve (12)-month period following the Closing Date, whichever shall first occur (the "Accounts Receivable Measurement Date"). On the Accounts Receivable Measurement Date, TransWestern shall make a one-time adjustment necessary to credit Seller with respect to the following: in the event TransWestern receives any payment(s) on a Future Edition of a Directory from the same customer owing Seller payment(s) towards satisfaction of Seller's Closing Accounts Receivable with respect to a Prior Edition of a Directory, to the extent such customer has a written contract with TransWestern for a Future Edit...