Purchase of Certain Receivables. 11 4.6 Pre-Closing Covenants and Agreements...................................................... 11 4.7 Confidentiality........................................................................... 11 4.8 Tax-Free Reorganization................................................................... 12 4.9
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 occurs 120 days following the Closing, the Shareholder shall, upon written request by the Surviving Corporation 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 amount thereof (net of any reserve for bad debts on the books of the Company on the Closing).
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 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. 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 90 days or more after the Closing, the Shareholders shall, upon written request by the Surviving Corporation made within 120 days after the Closing, purchase the same from the Surviving Corporation, without recourse, for the uncollected amount thereof (less any bad debt reserve allocable thereto). During the 90 day period after the Closing Date, Parent shall cause the Company to use reasonable efforts to collect such receivables, and after the purchase of such receivables by the Shareholders the Company shall cooperate with the Shareholders to assist them with the collection of such receivables; provided, however, that in connection with such cooperation neither Parent nor the Company shall be obligated to incur any expense unless reimbursed by the Shareholders, give preferential treatment to the collection of such receivables over the collection of receivables held by the Company or take action that could damage its ongoing business relationships.
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 for purposes of determining the Total Consideration pursuant to Exhibit 1 remain unpaid in full on the date that occurs 90 days following the Closing, the Shareholders shall, upon written request by the Parent made on or before the date that occurs 120 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 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 and, at the election of each Shareholder, may be made for cash or for Parent Common Stock valued at the Parent Common Stock Value, as defined in Exhibits Exhibit 1.
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 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 130 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 the Shareholders are required to purchase any accounts receivable pursuant to this Section 4.3, then upon the request of the Shareholders, (i) the Surviving Corporation shall execute and deliver such assignments and other documents evidencing the transfer of such accounts receivable to the Shareholders as the Shareholders may reasonably request, and (ii) after such transfer, the Surviving Corporation and its employees shall, during the Surviving Corporation's normal business hours, provide reasonable assistance and cooperation (including testimony) to the Shareholders in helping the Shareholders with their efforts to collect such purchased accounts receivable.
Purchase of Certain Receivables. The Seller Parties agree that if any Receivable remains unpaid for 90 days after Closing Date, Seller shall, upon written request by Buyer made within 120 days after the Closing Date, purchase the same from Buyer, without recourse, for cash equal to the unpaid amount thereof.
Purchase of Certain Receivables. 13 4.12 The Parent Plans......................................................... 13 5.
