Purchase of Certain Receivables. If any accounts receivable included ------------------------------- in current assets of the Company for purposes of determining Working Capital (as defined in Exhibit 1) remain unpaid in full on the date that is 60 days following the Closing, the Shareholders shall, upon written request by the Surviving Corporation made on or before the date that is 90 days following the Closing, purchase the same from the Surviving Corporation, without recourse, for the uncollected amount thereof (net of any reserve for bad debts on the books of the Company on the Closing).
Purchase of Certain Receivables. 12 4.4 Certain Payables and Receivables........................................................................ 12 4.5 Pre-Closing Covenants and Agreements.................................................................... 12 4.6 Confidentiality......................................................................................... 12 4.7 Tax-Free Reorganization................................................................................. 13 4.8
Purchase of Certain Receivables. CPS shall have the right, which right may be assigned by CPS to an Affiliate, but not the obligation, to repurchase on the last day of any Collection Period any Defaulted Texas Receivables at a price equal to at least the fair market value of such Defaulted Texas Receivables, so long as the fair market value is not less than the related aggregate Purchase Amount, plus the costs and expenses of the Servicer and the Trust (including any outstanding reimbursements) in connection with such optional purchase. To exercise such option, CPS shall (subject to the proviso below) deposit in the Collection Account pursuant to USection 5.6U (or remit to the Servicer, if CPS is not then Servicer) an amount equal to the related aggregate Purchase Amount for such Defaulted Texas Receivables and thereafter shall succeed to all interests of the Trust in and to such Defaulted Texas Receivables. Upon notice of receipt of the related aggregate Purchase Amount for such Defaulted Texas Receivables and written instructions from the Servicer, the Trustee shall cause the Custodian to release (and the Custodian shall release) to CPS or its designee the related Receivables Files and shall execute and deliver all reasonable instruments of transfer or assignment, without recourse, as are prepared by CPS and delivered to the Trustee and necessary to vest in CPS or such designee title to such Defaulted Texas Receivables including a Trustee’s Certificate in the form of UExhibit F-2U.
Purchase of Certain Receivables. 12 4.10 Coverage for State Certified Electrical Contractors......................... 12 4.11
Purchase of Certain Receivables. If any accounts receivable included in the assets of the Company or Commercial Air as of the Balance Sheet Date remain unpaid in full on the date that occurs 180 days following the Closing, the Shareholders shall, upon written request by the Parent made on or before the date that occurs 210 days following the Closing, purchase the same from the Surviving Corporation or Commercial Air, without recourse, for cash equal to the uncollected face amount thereof (net of any reserve therefor for bad debts on the books of the Company or Commercial Air on the Closing Date). Such purchase by the Shareholders shall be pro rata based on their ownership of the shares of Company Common Stock on the Closing Date. If the Shareholders are required to purchase any accounts receivable pursuant to this Section 4.3 or retainages pursuant to Section 4.10 of this Agreement, then, upon the request of the Shareholders, the Surviving Corporation and Commercial Air and their respective employees shall provide reasonable assistance (including testimony) during normal business hours to the Shareholders in collecting such accounts receivable or retainages.
Purchase of Certain Receivables. If any accounts receivable (other than retainages) included in the assets of the Company for purposes of determining the Total Consideration pursuant to Exhibit 1 remain unpaid in full on the date that occurs 120 days following the Closing, the Shareholders shall, upon written request by the Parent made on or before the date that occurs 150 days following the Closing, purchase the same from the Surviving Corporation, without recourse, for the uncollected face amount thereof (net of any reserve therefor for bad debts on the books of the Company on the Closing). Such purchase by the Shareholders shall be pro rata based on their ownership of the shares of Company Common Stock on the Closing Date. If any retainages included in the assets of the Company as of the Balance Sheet Date remain unpaid in full (after considering any reserves with respect thereto as of the Balance Sheet Date) on the date that occurs 120 days following the completion of the project to which they relate, the Shareholders shall, upon written request by the Surviving Corporation, purchase same from the Surviving Corporation, without recourse, for the cash amount equal to the uncollected face amount thereof. If the Shareholders are required to purchase any accounts receivable or retainages pursuant to this Section 4.3, then, upon the request of the Shareholders, the Surviving Corporation and its employees shall provide reasonable assistance (including testimony) during normal business hours to the Shareholders in collecting such accounts receivable or retainages
Purchase of Certain Receivables. If any accounts receivable included in current assets of the Company for purposes of determining Working Capital (as defined in Exhibit 1) remain unpaid in full on the second anniversary of the Closing, the Principal Shareholders shall, upon written request by the Surviving Corporation made within 30 days after the second anniversary of the Closing, purchase the same from the Surviving Corporation, without recourse, for the uncollected amount thereof minus the sum of (i) the unused portion of the reserves for bad debts that were on the books of the Company as of the Closing and (ii) the amount of any xxxxxxxx in excess of costs on the books of the Company as of the Closing which are directly traceable to such accounts receivable. Prior to the date the Additional Consideration, if any, is disbursed, the Principal Shareholders shall make a good faith estimate of the amount of accounts receivable to be purchased hereunder and such amount (net of the reserve for bad debts and the amount of any related xxxxxxxx in excess of costs, as provided above), if any, shall be deducted from the Additional Consideration and applied as a reserve against such purchase obligation (the "AR Reserve"). If the AR Reserve is insufficient, 8% interest per annum from the Closing to the date of payment will be charged on the shortfall. If the AR Reserve is more than sufficient, the excess will be disbursed to the Shareholders in the same manner as Additional Consideration was disbursed. Collections from an account debtor after the Closing shall be applied first to reduction of the oldest account receivable of such account debtor unless there is a dispute and an adjustment on a specific invoice.
Purchase of Certain Receivables. 13 4.12 The Parent Plans......................................................... 13 5.
Purchase of Certain Receivables. If any accounts receivable included ------------------------------- in current assets of the Company for purposes of determining Working Capital (as defined in Exhibit 1) remain unpaid in full for 180 days after the Closing, the Shareholders shall, upon written request by the Surviving Corporation made within 210 days after the Closing, purchase the same from the Surviving Corporation, without recourse, for the uncollected amount thereof (net of the reserve for bad debts included in the determination of such Working Capital). During the 180 days following the Closing, the Surviving Corporation shall use its best efforts consistent with sound business judgment to collect all of the accounts receivable of the Company. For the purpose of determining amounts collected by the Surviving Corporation with respect to the said accounts receivable, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from the account debtor that are not otherwise specified by the account debtor to be contested in good faith, it being understood and agreed that the Surviving Corporation will continue to use its best efforts (consistent with sound business judgment and consistent with the Company's past practices with respect to account debtors who have been placed on a cash basis) to collect the accounts receivable with respect to such account debtors.
Purchase of Certain Receivables. 14 5. CONDITIONS PRECEDENT; CLOSING DELIVERIES 14 5.1 Conditions Precedent to the Obligations of the Parent and Merger Sub............. 14 5.1.1 Accuracy of Representations and Warranties............................... 14 5.1.2 Performance of Covenants................................................. 14 5.1.3 Legal Actions or Proceedings............................................. 15 5.1.4 Approvals................................................................ 15 5.1.5 Closing Deliveries....................................................... 15
