Common use of Purchase of Accounts Receivable Clause in Contracts

Purchase of Accounts Receivable. 8.3.1. ROAII hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAII's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the Company. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII will be deemed to have sold to Company all of ROAII's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAII's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAII's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAII, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.

Appears in 2 contracts

Samples: Service Agreement (Specialty Care Network Inc), Service Agreement (Specialty Care Network Inc)

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Purchase of Accounts Receivable. 8.3.1. ROAII VERO II hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAIIVERO II's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII VERO II arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the Company. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII VERO II will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII VERO II for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII VERO II Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII will be deemed to have sold to Company all of ROAII's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAII's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAII's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable5. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAII, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.

Appears in 2 contracts

Samples: Service Agreement (Specialty Care Network Inc), Service Agreement (Specialty Care Network Inc)

Purchase of Accounts Receivable. 8.3.1. ROAII TOC hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAIITOC's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII TOC arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the CompanyPolicy Board. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII TOC will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII TOC for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII TOC Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII will be deemed to have sold to Company all of ROAII's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAII's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAII's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable5. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAII, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.

Appears in 2 contracts

Samples: Service Agreement (Specialty Care Network Inc), Service Agreement (Specialty Care Network Inc)

Purchase of Accounts Receivable. 8.3.1. ROAII Princeton II hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAIIPrinceton II's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII Princeton II arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the Company. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII Princeton II will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable Receivable, not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII Princeton II for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII Princeton II Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII will be deemed to have sold to Company all of ROAII's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAII's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAII's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable5. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAII, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Purchase of Accounts Receivable. 8.3.1. ROAII GCOA hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAIIGCOA's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII GCOA arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the Company. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII GCOA will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII GCOA for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII GCOA Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII will be deemed to have sold to Company all of ROAII's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAII's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAII's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable5. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAII, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

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Purchase of Accounts Receivable. 8.3.1. ROAII Princeton II hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAIIPrinceton II's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII Princeton II arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the Company. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII Princeton II will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable Receivable, not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII Princeton II for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII Princeton II Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII Princeton II to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII Princeton II will be deemed to have sold to Company all of ROAIIPrinceton II's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAIIPrinceton II's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAIIPrinceton II's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII Princeton II will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII Princeton II agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAIIPrinceton II, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII Princeton II shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII Princeton II purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

Purchase of Accounts Receivable. 8.3.1. ROAII GCOA hereby agrees to sell and assign to Company and Company agrees to buy, all of ROAIIGCOA's Accounts Receivable each month during which this Agreement is in existence which are owing to ROAII GCOA arising out of the delivery of medical, surgical, diagnostic or other professional medical goods or services. Accounts Receivable shall not include, and Company shall not purchase, any cash, checks or receivables created by credit cards. Company shall bear the risk of collection and any overage or underage resulting from any purchased Accounts Receivable. 8.3.2. The purchase price for each Accounts Receivable (the "Purchase Price") will be equal to the face amount of the Accounts Receivable recorded each month, less any non-allowed contractual adjustments and net of any reserve for uncollectible Accounts Receivables based on the historical experience of the practice as determined by the Company. It is the intent of the parties that the Purchase Price reflect the actual net realizable value of the Accounts Receivable. 8.3.3. ROAII GCOA will sell all Accounts Receivable to Company, such purchase to be deemed to be made on the fifteenth (15th) day of the month following the month in which such Accounts Receivable are created. Company shall pay for the Accounts Receivable not later than the fifteenth (15th) day of each month following the month in which the Accounts Receivable is created (the "Settlement Date"). Company shall pay to ROAII for all Accounts Receivable purchased by check, wire transfer or intrabank transfer to the ROAII Operating Account described in Section 5.11. The purchase of Accounts Receivable shall be evidenced by sending Company (i) a copy of each invoice with respect to each Third-Party Payor on the Accounts Receivable then being purchased; and (ii) any other information or documentation (including all required Uniform Commercial Code releases or financing statements) Company may reasonably need to identify the Accounts Receivable and obtain payment from the Account Debtors; provided that such failure to send such documents shall not affect the obligation of ROAII to sell such Accounts Receivable or Company to buy such Accounts Receivable. As consideration for the purchase of Accounts Receivable by Company pursuant to this Section 8.3, Company promises to pay and shall be obligated to pay for such Accounts Receivable at the time and in the manner provided below. To the extent permissible by Applicable Law, ROAII will be deemed to have sold to Company all of ROAII's right, title and interest in such Accounts Receivable and in any proceeds thereof, and Company will be the sole and absolute owner thereof and will own all of ROAII's rights and remedies represented by such Accounts Receivable (including, without limitation, rights to payment from the respective Account Debtors on such Accounts Receivable), and Company will have obtained all of ROAII's rights under all guarantees, assignments and securities with respect to each such Accounts Receivable. 8.3.4. Upon expiration or termination of this Agreement for any reason, (i) all Accounts Receivable purchased by Company shall remain the property of Company and (ii) all Accounts Receivable purchased and not paid for at such expiration or termination shall be paid for by the 10th of the following month but effective as of the effective date of such expiration or termination date, less the amount of any service fee earned by Company pursuant to Section 8.1 of this Agreement. 8.3.5. In connection with the initial purchase of Accounts Receivable by Company, ROAII will execute such financing statements or amendments under the UCC (naming Company as secured party and Lender as assignee) as Company may reasonably request with respect to any Accounts Receivable that may be purchased pursuant to this Agreement. 8.3.6. ROAII agrees to cooperate with Company in the collection of the Accounts Receivable sold by ROAII, transferred pursuant to Section 8.3. At the option of and upon the request of Company, ROAII shall execute any and all documentation necessary for the transfer of amounts constituting Accounts Receivables and/or the establishment of lockboxes in accordance with the provisions of Exhibit 8.3.6 attached hereto. 8.3.7. All Accounts Receivable of ROAII purchased by Company ("Purchased A/R") pursuant to this Section 8.3 hereof will, as such Purchased A/R are purchased, be treated as Professional Service Revenues for accounting and financial purposes.month

Appears in 1 contract

Samples: Service Agreement (Specialty Care Network Inc)

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