Common use of Repurchase of Unpaid Receivables Clause in Contracts

Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee that the Closing Accounts Receivable, net of any reserve established on the Latest Balance Sheet in accordance with GAAP on a basis consistent with the accounting practice of PentaStar, shall be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholders shall jointly and severally pay to the Acquiror the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand. Upon such payment to the Acquiror, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, who may pursue collection thereof; provided, however, that the Shareholders shall notify the account obligor that such collection efforts are not being undertaken on behalf of PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall apply its standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar shall not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall not relieve the Shareholders from their guarantee of the Closing Accounts Receivable as described in this Section 5.8.

Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee that the Closing Accounts ReceivableReceivables, net of any reserve established in accordance with GAAP applied on a consistent basis on the Latest Balance Sheet in accordance with GAAP on a basis consistent with the accounting practice of PentaStarSheet, shall will be fully paid to the Acquiror PentaStar in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholders each Shareholder shall jointly and severally pay to the Acquiror PentaStar the full amount of any unpaid Closing Accounts Receivable which is are the subject of such demand, provided, however, that no Shareholder shall be required to pay more than 150% of the Total Consideration Paid or Payable to such Shareholder pursuant to 2(k). Upon such payment to the AcquirorPentaStar, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, who may pursue collection thereof; provided, however, that the Shareholders shall notify the account obligor that such collection efforts are not being undertaken on behalf of PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall will apply its standard accounts receivable collection procedures to the Closing Accounts ReceivableReceivables; provided, however, neither the Acquiror nor that PentaStar shall will not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts ReceivableReceivables; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall will not relieve the Shareholders from their guarantee of the Closing Accounts Receivable Receivables as described in this Section 5.8. With respect to the foregoing, all collections for Accounts Receivables shall be applied to the invoice to which such collection relates; provided that if such invoice cannot be reasonably identified by the Surviving Corporation, such collections will be applied on a "first in, first out" or FIFO basis, with the specific exception that a payment made by a customer will not be applied against the oldest outstanding invoice for such customer if such invoice has been disputed by the customer.

Repurchase of Unpaid Receivables. The Company and the Shareholders jointly and severally guarantee that the Closing Accounts Receivable, net of any reserve established on Receivable in the Latest Balance Sheet amount set forth in accordance with GAAP on a basis consistent with the accounting practice of PentaStar, shall footnote to the balance sheet attached as Exhibit 5.8 will be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Company and the Shareholders shall jointly and severally pay to the Acquiror the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand; provided, however, that no Shareholder shall be required to pay more than 150% of the Shareholder's Pro Rata Amount. Upon such payment to the AcquirorPentaStar, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, who may pursue collection thereof; provided, however, that the Shareholders shall notify the account obligor that such collection efforts are not being undertaken on behalf of PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall will apply its standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar shall will not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall will not relieve the Shareholders from their guarantee of the Closing Accounts Receivable as described in this Section 5.8. With respect to the foregoing, all collections for Closing Accounts Receivable shall be applied to the invoice to which such collection relates; provided that if such invoice cannot be reasonably identified by the Acquiror, such collections will be applied on a "first in, first out" or FIFO basis, with the specific exception that a payment made by a customer will not be applied against the oldest outstanding invoice for such customer if such invoice has been disputed by the customer.

Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee Shareholder guarantees that the Closing Accounts Receivable, net of any reserve established on the Latest Balance Sheet in accordance with GAAP on a basis consistent with the historical accounting practice of PentaStar, shall be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholders Shareholder shall jointly and severally pay to the Acquiror the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand. Upon such payment to the Acquiror, the Closing Accounts Receivable which are so paid for by the Shareholders Shareholder shall, without further action of any party, become the property of the ShareholdersShareholder, who may pursue collection thereof; provided, however, that the Shareholders Shareholder shall notify the account obligor that such collection efforts are not being undertaken on behalf of the Acquiror or PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall apply its standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar shall not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall not relieve the Shareholders Shareholder from their his guarantee of the Closing Accounts Receivable as described in this Section 5.8.

Repurchase of Unpaid Receivables. The Shareholders jointly and severally guarantee that the Closing Accounts Receivable, net of any reserve established on the Latest Balance Sheet in accordance with GAAP on a basis consistent with the historical accounting practice of PentaStar, shall will be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholders shall jointly and severally pay to the Acquiror the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand; provided that, the liability of any Shareholder for the amount of any unpaid Closing Accounts Receivable will not exceed the amount of such Receivable multiplied by such Shareholder's proportionate interest in the Company immediately before the Closing, expressed as a percentage, as set forth in Section 2.1(k)(i). Upon such payment to the Acquiror, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, who may pursue collection thereof; provided, however, that the Shareholders shall notify the account obligor that such collection efforts are not being undertaken on behalf of PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall will apply its standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar shall will not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall will not relieve the Shareholders from their guarantee of the Closing Accounts Receivable as described in this Section 5.8.

Repurchase of Unpaid Receivables. The Shareholders Shareholders, jointly and severally severally, guarantee that the Closing Accounts Receivable, net of any reserve established on the Latest Balance Sheet in accordance with GAAP on a basis consistent with the accounting practice practices of PentaStar, shall be fully paid to the Acquiror in accordance with their terms at their recorded amounts not later than 180 days from the Closing Date. Upon demand by PentaStar at any time after 180 days from the Closing Date, the Shareholders shall Shareholders, jointly and severally severally, shall pay to the Acquiror the full amount of any unpaid Closing Accounts Receivable which is the subject of such demand. Upon such payment to the Acquiror, the Closing Accounts Receivable which are so paid for by the Shareholders shall, without further action of any party, become the property of the Shareholders, who may pursue collection thereof; provided, however, that the Shareholders shall notify the account obligor that such collection efforts are not being undertaken on behalf of the Acquiror or PentaStar. From the Closing until 180 days after the Closing Date, PentaStar (through the Acquiror) shall apply its standard accounts receivable collection procedures to the Closing Accounts Receivable; provided, however, neither the Acquiror nor PentaStar shall not be required to institute suit, utilize third-party collection agencies or other agents or take other extraordinary collection actions with respect to the Closing Accounts Receivable; and, provided further, that any failure of any collection activities of the Acquiror, PentaStar or any such collection agency or other agent shall not relieve the Shareholders from their guarantee of the Closing Accounts Receivable as described in this Section 5.8.