Common use of Seller’s Accounts Receivable Clause in Contracts

Seller’s Accounts Receivable. It is expressly agreed by and between Purchaser and Seller that Seller is not hereby agreeing to sell to Purchaser, and Purchaser is not hereby agreeing to purchase from Seller, any of Seller’s accounts receivable. All of Seller’s accounts receivable shall be and remain the property of Seller, subsequent to the Closing of the transaction contemplated hereby. At the Closing, Seller shall prepare a list of its outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due to Seller. Purchaser shall hold any funds received by Purchaser explicitly designated as payment of such accounts receivable, in trust, if Purchaser actually collects any such amounts, and shall pay the monies collected in respect thereof to Seller at the end of each calendar month, accompanied by a statement showing the amount collected on each such account. Other than the foregoing, Purchaser shall have no obligation with respect to any such account, and Purchaser shall not be required to take any legal proceeding or action to effect collection on behalf of Seller. It is generally the intention of Purchaser and Seller that although all of Seller’s accounts receivable shall be and remain the property of Seller, still, if any such accounts are paid to Purchaser, then Purchaser shall collect same and remit to Seller in the manner above provided. Nothing herein contained shall be construed as requiring Purchaser to remit to Seller any funds collected by Purchaser on account of Purchaser’s accounts receivable generated from Hotel operations, even if the person or entity paying same is also indebted to Seller. Other than eviction proceedings, Seller may bring any legal action to enforce collection of payment of any accounts receivable against any current tenant of the Property or other third party in a contractual or business relationship with the Property as of the Closing Date.

Seller’s Accounts Receivable. It is expressly agreed by and between Purchaser and Seller that Seller is not hereby agreeing agrees to sell to Purchaser, Purchaser and Purchaser is not hereby agreeing agrees to purchase from Seller, any of Seller’s accounts receivable. All of Seller on the Closing Date Seller’s accounts receivable (which purchase amount shall be paid by Purchaser in addition to the Purchase Price). Purchaser shall pay for Seller’s accounts receivable (and Seller shall receive a credit at Closing) in an amount equal to (a) for Seller’s accounts receivable outstanding for a period of thirty (30) days or less (“0-30 Day AR”), ninety percent (90%) of the amount of such 0-30 Day AR; and (b) for Seller’s accounts receivable outstanding for a period of thirty (30) to sixty (60) days (the “30-60 Day AR”), fifty percent (50%) of the amount of such 30-60 Day AR. Seller’s accounts receivable outstanding for a period of ninety-one (91) days or more (the “91-Day AR”) shall not be purchased by Purchaser and shall be and remain the property of Seller, Seller subsequent to the Closing of the transaction contemplated hereby. At the Closing, Seller shall prepare a list of its outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due to Seller. Purchaser shall hold remit to Seller any funds amounts received by Purchaser explicitly designated as payment of such accounts receivable, in trust, for the 91-Day AR if Purchaser actually collects any such amounts, amounts and shall pay the monies collected in respect thereof (less credit card fees and other costs of collection) to Seller at the end of each calendar monththe week, accompanied by a statement showing the amount collected on each such account. Other than the foregoing, Purchaser shall have no obligation with respect to any such account, and Purchaser shall not be required to take any legal proceeding or action to effect collection on behalf of Seller. It is generally the intention of Purchaser and Seller that although all of Seller’s accounts receivable shall be and remain the property of Seller, still, if any such accounts are paid to Purchaser, then Purchaser shall collect same and remit to Seller in the manner above provided. Nothing herein contained , but Purchaser shall be construed as requiring Purchaser have no obligation to remit pursue and Seller reserves the right to collect the 91-Day AR by all means Seller any funds collected by Purchaser on account of deems appropriate, at no cost to Purchaser’s accounts receivable generated from Hotel operations, even if the person or entity paying same is also indebted to Seller. Other than eviction proceedings, Seller may bring any legal action to enforce collection of payment of any accounts receivable against any current tenant of the Property or other third party in a contractual or business relationship with the Property as of the Closing Date.

Seller’s Accounts Receivable. It is expressly agreed by The parties agree that Buyer shall have the sole and between Purchaser exclusive right to Collect on any and Seller that Seller is not hereby agreeing to sell to Purchaser, and Purchaser is not hereby agreeing to purchase from Seller, any all of Seller’s accounts receivable. All of Seller’s 's accounts receivable shall be and remain (the property of Seller, subsequent to "Accounts Receivable") from the Closing of the transaction contemplated herebyDate and for 120 days thereafter. At the Closing, The following procedure shall apply. Seller shall prepare a list assign to Buyer Seller's Accounts Receivable at Closing. Buyer agrees that after the Closing Date it will use efforts to collect the Accounts Receivable comparable to those efforts Buyer uses to collect trade accounts receivable arising out of its outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account security monitoring business which are similar in amounts and the amount due to Seller. Purchaser shall hold any funds received by Purchaser explicitly designated as payment of such accounts receivable, in trust, if Purchaser actually collects any such amounts, and shall pay the monies collected in respect thereof to Seller at the end of each calendar month, accompanied by a statement showing the amount collected on each such account. Other than the foregoing, Purchaser shall have no obligation with respect to any such account, and Purchaser shall ages; provided that Buyer will not be required to take retain or use legal counsel or any collection service, or to institute legal proceeding or action to effect proceedings, as a part of its collection on behalf efforts. If Buyer receives any of Seller. It is generally the intention of Purchaser and Seller that although all of Seller’s 's accounts receivable shall be and remain during the property period of Seller, still, if any such accounts are paid to Purchaser, then Purchaser shall collect same and remit to Seller in the manner above provided. Nothing herein contained shall be construed as requiring Purchaser to remit to Seller any funds collected by Purchaser on account of Purchaser’s accounts receivable generated from Hotel operations, even if the person or entity paying same is also indebted to Seller. Other than eviction proceedings, Seller may bring any legal action to enforce collection of payment of any accounts receivable against any current tenant of the Property or other third party in a contractual or business relationship with the Property as of 120 days immediately following the Closing Date, Buyer shall pay to the Seller on the tenth day after collection in good funds the said accounts receivable collected by Buyer. At the end of the said 120 day period, Buyer shall assign to Seller, without recourse, the Seller's accounts receivable which remain uncollected. Upon Seller's request made within 90 days after the expiration of such 120 day period, Buyer will provide Seller's accountant with access during Buyer's normal business hours to Buyer's books and records related to the accounts receivable. The entire cost of such verification and report (whether there be one or more often) shall be borne by Seller and the Shareholders. Buyer may require as a condition to furnishing any information to such independent accountant that such independent accountant agree to confidentiality agreement reasonably satisfactory to Buyer. If an obligor on any of the accounts receivable is also an obligor on one or more trade accounts receivable of Buyer at the time such obligor makes a payment to Buyer (a "Double Obligor") to be applied toward the accounts receivable or toward such obligor's trade account payable to Buyer, such amount will, unless otherwise indicated by such obligor, be applied to the accounts receivable or such trade account payable to Buyer in chronological order. An obligor may indicate an application of the amount paid by it either expressly by reference to a particular invoice or implicitly because the amount paid corresponds to one or more to the unpaid invoices owed to Buyer or comprising the account receivable. Buyer may undertake to obtain direction from such obligor if payments are not accompanied by express directions regarding the application thereof without suggesting to such obligor any particular application of such payment except application to the accounts receivable and trade accounts payable to Buyer in chronological order.

Seller’s Accounts Receivable. It is expressly agreed by and between Purchaser and Seller The parties agree that Seller is not hereby agreeing shall sell and transfer to sell to Purchaser, Buyer at Closing and Purchaser is not hereby agreeing to Buyer shall purchase from Seller, any Seller all of Seller’s accounts receivable's Accounts Receivable relating to the Performing WRMR Contracts being sold and transferred herein. All of Seller’s accounts receivable The consideration to be paid by Buyer for these Accounts Receivable shall be 100% of the amounts owed under such Accounts Receivable transferred herein. That amount shall be paid by Buyer to Seller in three equal consecutive monthly installments due and remain payable beginning on the property first monthly anniversary of Seller, subsequent to the Closing herein. Seller shall provide such documentation at Closing and thereafter upon request and shall assist Buyer as may be reasonably necessary to collect the Accounts Receivable. Buyer shall have the sole and exclusive right to contact all customers of the transaction contemplated herebyWRMR Contracts and the sole and exclusive right to collect on any and all of the Accounts Receivable on and after the Closing Date. At the Closing, Seller shall prepare a list of its outstanding accounts receivable as of midnight take no actions to contact or collect on any Contracts or Accounts Receivable after Closing. Seller shall provide Buyer with written authorization for Buyer to deposit any payments received by Buyer on the date prior to the Closing, specifying the name of each account and the amount due Accounts Receivable which are made payable to Seller. Purchaser Seller shall hold not deposit but shall promptly deliver to Buyer any funds and all payments received by Purchaser explicitly designated as payment Seller on the Accounts Receivable. Buyer agrees that after the Closing Date it will use efforts to collect the Accounts Receivable comparable to those efforts Buyer uses to collect trade accounts receivable arising out of such accounts receivable, its security monitoring business which are similar in trust, if Purchaser actually collects any such amounts, amounts and shall pay the monies collected in respect thereof to Seller at the end of each calendar month, accompanied by a statement showing the amount collected on each such account. Other than the foregoing, Purchaser shall have no obligation with respect to any such account, and Purchaser shall ages; provided that Buyer will not be required to take retain or use legal counsel or any collection service, or to institute legal proceeding or action proceedings, as a part of its collection efforts. Seller guarantees the collection of the Accounts Receivable by Buyer, but Seller's liability for collection of the Accounts Receivable under this guaranty shall in no events exceed the sum of Ten Thousand ($10,000.00) dollars. As of the end of the third monthly anniversary from the Closing herein, Buyer shall notify Seller as to effect collection on behalf the status of Seller. It is generally Buyer's collections of the intention of Purchaser and Seller that although all of Seller’s accounts receivable Accounts Receivable and, if the collections thereof shall be and remain less than 100% at that time Buyer shall deduct that shortfall from the property of Seller, still, if any such accounts are paid to Purchaser, then Purchaser shall collect same and remit to third monthly payment due Seller in for the manner above provided. Nothing herein contained shall be construed as requiring Purchaser to remit to Seller any funds collected by Purchaser on account of Purchaser’s accounts receivable generated from Hotel operations, even if the person or entity paying same is also indebted to Seller. Other than eviction proceedings, Seller may bring any legal action to enforce collection of payment of any accounts receivable against any current tenant purchase of the Property or other third party Accounts Receivable, but in a contractual or business relationship with the Property no event shall Buyer deduct greater than $10,000.00 as of the Closing Dateset forth herein.

Seller’s Accounts Receivable. It is expressly agreed by and between Purchaser and Seller that Seller is not hereby agreeing agrees to sell to Purchaser, Purchaser and Purchaser is not hereby agreeing agrees to purchase from Seller, any of Seller’s accounts receivable. All of Seller on the Closing Date Seller’s accounts receivable (which purchase amount shall be paid by Purchaser in addition to the Purchase Price). Purchaser shall pay for Seller’s accounts receivable (and Seller shall receive a credit at Closing) in an amount equal to (a) for Seller’s accounts receivable outstanding for a period of thirty (30) days or less (“0-30 Day AR”), ninety percent (90%) of the amount of such 0-30 Day AR; and (b) for Seller’s accounts receivable outstanding for a period of thirty (30) to sixty (60) days (the “30-60 Day AR”), fifty percent (50%) of the amount of such 30-60 Day AR. Seller’s accounts receivable outstanding for a period of ninety-one (91) days or more (the “91-Day AR”) shall not be purchased by Purchaser and shall be and remain the property of Seller, Seller subsequent to the Closing of the transaction contemplated hereby. At the Closing, Seller shall prepare a list of its outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due to Seller. Purchaser shall hold remit to Seller any funds amounts received by Purchaser explicitly designated as payment of such accounts receivable, in trust, for the 91-Day AR if Purchaser actually collects any such amounts, and shall pay the monies collected in respect thereof (less credit card fees and other costs of collection) to Seller at the end of each calendar monththe week, accompanied by a statement showing the amount collected on each such account. Other than the foregoing, Purchaser shall have no obligation with respect to any such account, and Purchaser shall not be required to take any legal proceeding or action to effect collection on behalf of Seller. It is generally the intention of Purchaser and Seller that although all of Seller’s accounts receivable shall be and remain the property of Seller, still, if any such accounts are paid to Purchaser, then Purchaser shall collect same and remit to Seller in the manner above provided. Nothing herein contained , but Purchaser shall be construed as requiring Purchaser have no obligation to remit pursue and Seller reserves the right to collect the 91-Day AR by all means Seller any funds collected by Purchaser on account of deems appropriate, at no cost to Purchaser’s accounts receivable generated from Hotel operations, even if the person or entity paying same is also indebted to Seller. Other than eviction proceedings, Seller may bring any legal action to enforce collection of payment of any accounts receivable against any current tenant of the Property or other third party in a contractual or business relationship with the Property as of the Closing Date.