Common use of Seller’s Accounts Receivable Clause in Contracts

Seller’s Accounts Receivable. (a) As soon as practicable after the Closing Date, Sellers shall use reasonable efforts to furnish Buyer with a listing of the Customer Accounts Receivable as of the close of business on the Closing Date which have been outstanding for no more than 90 days prior to the Closing Date other than any accounts receivable in respect of RHC Media, Inc., Red Xxxxxxx and Worth Media and any accounts receivable that EDS' accounting policies required be fully reserved for (the "Excluded Receivables") (such accounts receivable and the accounts receivable in respect of the invoices issued pursuant to Section 7.10(b) collectively, the "Collectible Accounts Receivable") and a listing of all older Customer Accounts Receivable and the Excluded Receivables (the "Stale Accounts Receivable"); provided that Sellers' inadvertent, unintentional or negligent failure to provide a complete or accurate list of such Customer Accounts Receivable at any time shall not subject Sellers to any liability hereunder. (b) As soon as practicable after the Closing Date, Buyer, with Sellers' assistance, will prepare and issue in the name of Sellers' designee, invoices to the Customers under the Transferred Customer Contracts (with copies to Sellers) covering all services for the period from the most recent invoice dates through and including the Closing Date. Each such invoice shall contain the same payment instructions as were contained in the most recent invoice to the Customer issued by Sellers, shall be prepared on a consistent basis with that invoice and shall contain charges only for services that were completed and billable as of the Closing Date as determined under the customary billing practices employed by the Business, except that if the Closing Date is on a day other than the last day of a regular billing period, the invoice amount for the data base maintenance fee and other fees which are customarily billed monthly shall be the fraction of the fee for the full regular billing period in which the Closing occurs (combining the operations of Sellers and Buyer), the numerator of which is the number of business days in such regular monthly billing period through the Closing Date and the denominator of which is the total number of business days in such regular monthly billing period. The amounts due from Customers under the foregoing invoices shall constitute part of the Collectible Accounts Receivable. For purposes of clarification, as a general principle, Sellers shall be entitled to payment for services performed on or prior to the Closing Date and Buyer shall be entitled to payment for services performed after the Closing Date, and for all work eligible to be billed upon completion that is in process on the Closing Date, the parties shall equitably pro-rate invoices issuable in respect thereof. (c) For a period of 120 days following the Closing Date (the "Collection Assistance Period"), Buyer shall use its reasonable efforts consistent with the customary business practices of the Business to assist Sellers in the collection of the Collectible Accounts Receivable, provided that in providing such assistance Buyer shall not be required to cease, or threaten to cease to provide services to, or continue to provide services to any Customer. (d) It is understood that Customers who are indebted to Sellers under Customer Accounts Receivable may also become indebted to Buyer under the Transferred Customer Contracts after the Closing Date ("New Receivables"; a Customer Account Receivable or a New Receivable, a "Receivable"). It is agreed that any payment from a Customer which identifies the Receivable to which it applies shall be applied to the identified Receivable and that absent such identification the receiving party shall inquire of the Customer and apply the payment in accordance with the Customer's response to such inquiry. If either Sellers or Buyer shall receive a payment from a Customer applicable to the other party's Receivables, in accordance with Section 7.7 it shall promptly notify and forward the same to the other party. (i) As a fee for Buyer's assistance pursuant to this Section 7.10 with collection of the Collectible Accounts Receivable, Sellers shall pay to Buyer $400,000 (the "Collectible Accounts Receivable Collection Fee"), contingent upon Sellers' actual collection of 80% of the aggregate amount of the Collectible Accounts Receivable within 120 days after the Closing Date. $240,000 of the Collectible Accounts Receivable Collection Fee (the "Early Collectible Accounts Receivable Collection Fee")(each of the Collectible Accounts Receivable Collection Fee and the Early Collectible Accounts Receivable Collection Fee, a "Collection Fee") shall be payable contingent upon Sellers' actual collection of 70% of the aggregate amount of the Collectible Accounts Receivable within 60 days after the Closing Date. In the event the Early Collectible Accounts Receivable Collection Fee is paid pursuant to this Section 7.10(e)(i), Sellers shall pay to Buyer the additional $160,000 of the Collectible Accounts Receivable Collection Fee contingent upon Sellers' actual collection of an additional 10% of the aggregate amount of Collectible Accounts Receivable within 120 days after the Closing Date (so that the total amount of Collectible Accounts Receivable collected within 120 days after the Closing Date is at least 80% of the aggregate amount of Collectible Accounts Receivable). (ii) The applicable Collection Fee shall be paid within ten (10) business days after the close of the calendar month in which Sellers' actual collected funds exceeds 80% (in the case of the Collectible Accounts Receivable Collection Fee) or 70% (in the case of the Early Collectible Accounts Receivable Collection Fee) or 10% (in the case of payment of the Collectible Accounts Receivable Collection Fee following prior payment of the Early Collectible Accounts Receivable Collection Fee) of the amount of the Collectible Accounts Receivable. (iii) Buyer will apply $150,000 of the Collection Fee paid, less deduction of withholding taxes and other related payroll costs, to the payment of additional compensation to Transferred Employees then employed by Buyer assisting in the collection efforts as set forth in Schedule 7.10(e) of Sellers Disclosure Schedule and distribute the payments to such Transferred Employees then employed by Buyer in the first regular paycheck cycle occurring no sooner than two weeks after receipt of the applicable Collection Fee; in no event will such amounts be used for any other purpose. Buyer shall be free to use the remaining $250,000 of the Collection Fee paid for any lawful purpose. (iv) The parties acknowledge and agree that Sellers shall have no obligation to pay any portion of the Collectible Accounts Receivable Collection Fee unless and until at least 70% of the amount of outstanding Collectible Accounts Receivable is actually collected within 60 days after the Closing Date, or, if 70% of the outstanding Collectible Accounts Receivable is not collected within 60 days, unless and until at least 80% of the amount of outstanding Collectible Accounts Receivable is actually collected within 120 days after the Closing Date. Sellers will not be obligated to pay to Buyer the portion of a Collection Fee distributable to a Transferred Employee indicated in Schedule 7.10

Seller’s Accounts Receivable. The parties agree that Buyer shall have the sole and exclusive right to Collect on any and all of Seller's accounts receivable (athe "Accounts Receivable") As soon from the Closing Date and for 120 days thereafter. The following procedure shall apply. Seller shall 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 security monitoring business which are similar in amounts and ages; provided that Buyer will not be required to retain or use legal counsel or any collection service, or to institute legal proceedings, as practicable after a part of its collection efforts. If Buyer receives any of Seller's accounts receivable during the period of 120 days immediately following the Closing Date, Sellers Buyer shall use reasonable efforts pay to furnish Buyer with a listing the Seller on the tenth day after collection in good funds the said accounts receivable collected by Buyer. At the end of the Customer Accounts Receivable as of said 120 day period, Buyer shall assign to Seller, without recourse, the close of business on the Closing Date Seller's accounts receivable which have been outstanding for no more than remain uncollected. Upon Seller's request made within 90 days prior 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 Closing Date other than 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 accounts receivable in respect information to such independent accountant that such independent accountant agree to confidentiality agreement reasonably satisfactory to Buyer. If an obligor on any of RHC Media, Inc., Red Xxxxxxx and Worth Media and any accounts receivable that EDS' accounting policies required be fully reserved for (the "Excluded Receivables") (such accounts receivable and the accounts receivable in respect is also an obligor on one or more trade accounts receivable of Buyer at the invoices issued pursuant time such obligor makes a payment to Section 7.10(b) collectively, the Buyer (a "Collectible Accounts ReceivableDouble Obligor") and a listing of all older Customer Accounts Receivable and to be applied toward the Excluded Receivables (the "Stale Accounts Receivable"); provided that Sellers' inadvertent, unintentional accounts receivable or negligent failure toward such obligor's trade account payable to provide a complete or accurate list of such Customer Accounts Receivable at any time shall not subject Sellers to any liability hereunder. (b) As soon as practicable after the Closing Date, Buyer, with Sellers' assistancesuch amount will, will prepare and issue in the name of Sellers' designeeunless otherwise indicated by such obligor, invoices to the Customers under the Transferred Customer Contracts (with copies to Sellers) covering all services for the period from the most recent invoice dates through and including the Closing Date. Each such invoice shall contain the same payment instructions as were contained in the most recent invoice to the Customer issued by Sellers, shall be prepared on a consistent basis with that invoice and shall contain charges only for services that were completed and billable as of the Closing Date as determined under the customary billing practices employed by the Business, except that if the Closing Date is on a day other than the last day of a regular billing period, the invoice amount for the data base maintenance fee and other fees which are customarily billed monthly shall be the fraction of the fee for the full regular billing period in which the Closing occurs (combining the operations of Sellers and Buyer), the numerator of which is the number of business days in such regular monthly billing period through the Closing Date and the denominator of which is the total number of business days in such regular monthly billing period. The amounts due from Customers under the foregoing invoices shall constitute part of the Collectible Accounts Receivable. For purposes of clarification, as a general principle, Sellers shall be entitled to payment for services performed on or prior to the Closing Date and Buyer shall be entitled to payment for services performed after the Closing Date, and for all work eligible to be billed upon completion that is in process on the Closing Date, the parties shall equitably pro-rate invoices issuable in respect thereof. (c) For a period of 120 days following the Closing Date (the "Collection Assistance Period"), Buyer shall use its reasonable efforts consistent with the customary business practices of the Business to assist Sellers in the collection of the Collectible Accounts Receivable, provided that in providing such assistance Buyer shall not be required to cease, or threaten to cease to provide services to, or continue to provide services to any Customer. (d) It is understood that Customers who are indebted to Sellers under Customer Accounts Receivable may also become indebted to Buyer under the Transferred Customer Contracts after the Closing Date ("New Receivables"; a Customer Account Receivable or a New Receivable, a "Receivable"). It is agreed that any payment from a Customer which identifies the Receivable to which it applies shall be applied to the identified Receivable and that absent accounts receivable or such identification the receiving party shall inquire of the Customer and apply the payment in accordance with the Customer's response to such inquiry. If either Sellers or Buyer shall receive a payment from a Customer applicable to the other party's Receivables, in accordance with Section 7.7 it shall promptly notify and forward the same to the other party. (i) As a fee for Buyer's assistance pursuant to this Section 7.10 with collection of the Collectible Accounts Receivable, Sellers shall pay trade account payable to Buyer $400,000 (the "Collectible Accounts Receivable Collection Fee"), contingent upon Sellers' actual collection of 80% of the aggregate amount of the Collectible Accounts Receivable within 120 days after the Closing Datein chronological order. $240,000 of the Collectible Accounts Receivable Collection Fee (the "Early Collectible Accounts Receivable Collection Fee")(each of the Collectible Accounts Receivable Collection Fee and the Early Collectible Accounts Receivable Collection Fee, a "Collection Fee") shall be payable contingent upon Sellers' actual collection of 70% of the aggregate amount of the Collectible Accounts Receivable within 60 days after the Closing Date. In the event the Early Collectible Accounts Receivable Collection Fee is paid pursuant to this Section 7.10(e)(i), Sellers shall pay to Buyer the additional $160,000 of the Collectible Accounts Receivable Collection Fee contingent upon Sellers' actual collection of An obligor may indicate an additional 10% of the aggregate amount of Collectible Accounts Receivable within 120 days after the Closing Date (so that the total amount of Collectible Accounts Receivable collected within 120 days after the Closing Date is at least 80% of the aggregate amount of Collectible Accounts Receivable). (ii) The applicable Collection Fee shall be paid within ten (10) business days after the close of the calendar month in which Sellers' actual collected funds exceeds 80% (in the case of the Collectible Accounts Receivable Collection Fee) or 70% (in the case of the Early Collectible Accounts Receivable Collection Fee) or 10% (in the case of payment of the Collectible Accounts Receivable Collection Fee following prior payment of the Early Collectible Accounts Receivable Collection Fee) application of the amount of paid by it either expressly by reference to a particular invoice or implicitly because the Collectible Accounts Receivable. (iii) Buyer will apply $150,000 of the Collection Fee paid, less deduction of withholding taxes and other related payroll costs, amount paid corresponds to one or more to the payment of additional compensation unpaid invoices owed to Transferred Employees then employed Buyer or comprising the account receivable. Buyer may undertake to obtain direction from such obligor if payments are not accompanied by Buyer assisting in express directions regarding the collection efforts as set forth in Schedule 7.10(e) of Sellers Disclosure Schedule and distribute the payments application thereof without suggesting to such Transferred Employees then employed by obligor any particular application of such payment except application to the accounts receivable and trade accounts payable to Buyer in the first regular paycheck cycle occurring no sooner than two weeks after receipt of the applicable Collection Fee; in no event will such amounts be used for any other purpose. Buyer shall be free to use the remaining $250,000 of the Collection Fee paid for any lawful purposechronological order. (iv) The parties acknowledge and agree that Sellers shall have no obligation to pay any portion of the Collectible Accounts Receivable Collection Fee unless and until at least 70% of the amount of outstanding Collectible Accounts Receivable is actually collected within 60 days after the Closing Date, or, if 70% of the outstanding Collectible Accounts Receivable is not collected within 60 days, unless and until at least 80% of the amount of outstanding Collectible Accounts Receivable is actually collected within 120 days after the Closing Date. Sellers will not be obligated to pay to Buyer the portion of a Collection Fee distributable to a Transferred Employee indicated in Schedule 7.10

Seller’s Accounts Receivable. (a) As soon as practicable after The parties agree that Seller shall sell and transfer to Buyer at Closing and Buyer shall purchase from Seller all of Seller's Accounts Receivable relating to the Closing Date, Sellers Performing WRMR Contracts being sold and transferred herein. The consideration to be paid by Buyer for these Accounts Receivable shall use reasonable efforts to furnish Buyer with a listing be 100% of the Customer amounts owed under such Accounts Receivable as of the close of business transferred herein. That amount shall be paid by Buyer to Seller in three equal consecutive monthly installments due and payable beginning on the Closing Date which have been outstanding for no more than 90 days prior to the Closing Date other than any accounts receivable in respect of RHC Media, Inc., Red Xxxxxxx and Worth Media and any accounts receivable that EDS' accounting policies required be fully reserved for (the "Excluded Receivables") (such accounts receivable and the accounts receivable in respect of the invoices issued pursuant to Section 7.10(b) collectively, the "Collectible Accounts Receivable") and a listing of all older Customer Accounts Receivable and the Excluded Receivables (the "Stale Accounts Receivable"); provided that Sellers' inadvertent, unintentional or negligent failure to provide a complete or accurate list of such Customer Accounts Receivable at any time shall not subject Sellers to any liability hereunder. (b) As soon as practicable after the Closing Date, Buyer, with Sellers' assistance, will prepare and issue in the name of Sellers' designee, invoices to the Customers under the Transferred Customer Contracts (with copies to Sellers) covering all services for the period from the most recent invoice dates through and including the Closing Date. Each such invoice shall contain the same payment instructions as were contained in the most recent invoice to the Customer issued by Sellers, shall be prepared on a consistent basis with that invoice and shall contain charges only for services that were completed and billable as first monthly anniversary of the Closing Date herein. Seller shall provide such documentation at Closing and thereafter upon request and shall assist Buyer as determined under may be reasonably necessary to collect the customary billing practices employed by the Business, except that if the Closing Date is on a day other than the last day of a regular billing period, the invoice amount for the data base maintenance fee and other fees which are customarily billed monthly shall be the fraction of the fee for the full regular billing period in which the Closing occurs (combining the operations of Sellers and Buyer), the numerator of which is the number of business days in such regular monthly billing period through the Closing Date and the denominator of which is the total number of business days in such regular monthly billing period. The amounts due from Customers under the foregoing invoices shall constitute part of the Collectible Accounts Receivable. For purposes of clarification, as a general principle, Sellers shall be entitled to payment for services performed on or prior to the Closing Date and Buyer shall be entitled have the sole and exclusive right to payment for services performed after the Closing Date, and for contact all work eligible to be billed upon completion that is in process on the Closing Date, the parties shall equitably pro-rate invoices issuable in respect thereof. (c) For a period of 120 days following the Closing Date (the "Collection Assistance Period"), Buyer shall use its reasonable efforts consistent with the customary business practices customers of the Business WRMR Contracts and the sole and exclusive right to assist Sellers in the collection collect on any and all of the Collectible Accounts Receivable, provided that in providing such assistance Buyer shall not be required to cease, or threaten to cease to provide services to, or continue to provide services to any Customer. (d) It is understood that Customers who are indebted to Sellers under Customer Accounts Receivable may also become indebted to Buyer under the Transferred Customer Contracts after the Closing Date ("New Receivables"; a Customer Account Receivable or a New Receivable, a "Receivable"). It is agreed that any payment from a Customer which identifies the Receivable to which it applies shall be applied to the identified Receivable on and that absent such identification the receiving party shall inquire of the Customer and apply the payment in accordance with the Customer's response to such inquiry. If either Sellers or Buyer shall receive a payment from a Customer applicable to the other party's Receivables, in accordance with Section 7.7 it shall promptly notify and forward the same to the other party. (i) As a fee for Buyer's assistance pursuant to this Section 7.10 with collection of the Collectible Accounts Receivable, Sellers shall pay to Buyer $400,000 (the "Collectible Accounts Receivable Collection Fee"), contingent upon Sellers' actual collection of 80% of the aggregate amount of the Collectible Accounts Receivable within 120 days after the Closing Date. $240,000 of the Collectible Seller shall take no actions to contact or collect on any Contracts or Accounts Receivable Collection Fee (after Closing. Seller shall provide Buyer with written authorization for Buyer to deposit any payments received by Buyer on the "Early Collectible Accounts Receivable Collection Fee")(each of the Collectible Accounts Receivable Collection Fee and the Early Collectible Accounts Receivable Collection Fee, a "Collection Fee") which are made payable to Seller. Seller shall be payable contingent upon Sellers' actual collection of 70% of the aggregate amount of the Collectible Accounts Receivable within 60 days after the Closing Date. In the event the Early Collectible Accounts Receivable Collection Fee is paid pursuant to this Section 7.10(e)(i), Sellers not deposit but shall pay promptly deliver to Buyer any and all payments received by Seller on the additional $160,000 of the Collectible Accounts Receivable Collection Fee contingent upon Sellers' actual collection of an additional 10% of the aggregate amount of Collectible Accounts Receivable within 120 days Receivable. Buyer agrees that after the Closing Date (so that it will use efforts to collect the total amount of Collectible Accounts Receivable collected within 120 days after comparable to those efforts Buyer uses to collect trade accounts receivable arising out of its security monitoring business which are similar in amounts and ages; provided that Buyer will not be required to retain or use legal counsel or any collection service, or to institute legal 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 Date is at least 80% herein, Buyer shall notify Seller as to the status of Buyer's collections of the aggregate amount Accounts Receivable and, if the collections thereof shall be less than 100% at that time Buyer shall deduct that shortfall from the third monthly payment due Seller for the purchase of Collectible the Accounts Receivable). (ii) The applicable Collection Fee , but in no event shall be paid within ten (10) business days after the close of the calendar month in which Sellers' actual collected funds exceeds 80% (in the case of the Collectible Accounts Receivable Collection Fee) or 70% (in the case of the Early Collectible Accounts Receivable Collection Fee) or 10% (in the case of payment of the Collectible Accounts Receivable Collection Fee following prior payment of the Early Collectible Accounts Receivable Collection Fee) of the amount of the Collectible Accounts Receivable. (iii) Buyer will apply deduct greater than $150,000 of the Collection Fee paid, less deduction of withholding taxes and other related payroll costs, to the payment of additional compensation to Transferred Employees then employed by Buyer assisting in the collection efforts 10,000.00 as set forth in Schedule 7.10(e) of Sellers Disclosure Schedule and distribute the payments to such Transferred Employees then employed by Buyer in the first regular paycheck cycle occurring no sooner than two weeks after receipt of the applicable Collection Fee; in no event will such amounts be used for any other purpose. Buyer shall be free to use the remaining $250,000 of the Collection Fee paid for any lawful purposeherein. (iv) The parties acknowledge and agree that Sellers shall have no obligation to pay any portion of the Collectible Accounts Receivable Collection Fee unless and until at least 70% of the amount of outstanding Collectible Accounts Receivable is actually collected within 60 days after the Closing Date, or, if 70% of the outstanding Collectible Accounts Receivable is not collected within 60 days, unless and until at least 80% of the amount of outstanding Collectible Accounts Receivable is actually collected within 120 days after the Closing Date. Sellers will not be obligated to pay to Buyer the portion of a Collection Fee distributable to a Transferred Employee indicated in Schedule 7.10

Seller’s Accounts Receivable. (a) As soon as practicable after the Closing Date, Sellers shall use reasonable efforts Seller agrees to furnish Buyer with a listing of the Customer Accounts Receivable as of the close of business sell to Purchaser and Purchaser agrees to purchase from Seller on the Closing Date Seller’s accounts receivable (which have been 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 no 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 than 90 days (the “91-Day AR”) shall not be purchased by Purchaser and 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 Date other than any accounts receivable in respect of RHC MediaClosing, Inc., Red Xxxxxxx and Worth Media and any accounts receivable that EDS' accounting policies required be fully reserved for (the "Excluded Receivables") (such accounts receivable and the accounts receivable in respect of the invoices issued pursuant to Section 7.10(b) collectively, the "Collectible Accounts Receivable") and a listing of all older Customer Accounts Receivable and the Excluded Receivables (the "Stale Accounts Receivable"); provided that Sellers' inadvertent, unintentional or negligent failure to provide a complete or accurate list of such Customer Accounts Receivable at any time shall not subject Sellers to any liability hereunder. (b) As soon as practicable after the Closing Date, Buyer, with Sellers' assistance, will prepare and issue in specifying the name of Sellers' designee, invoices each account and the amount due to the Customers under the Transferred Customer Contracts (with copies Seller. Purchaser shall remit to Sellers) covering all services Seller any amounts received by Purchaser as payment for the period from the most recent invoice dates through and including the Closing Date. Each 91-Day AR if Purchaser actually collects any such invoice shall contain the same payment instructions as were contained in the most recent invoice to the Customer issued by Sellersamounts, shall be prepared on a consistent basis with that invoice and shall contain charges only for services that were completed pay the monies collected in respect thereof (less credit card fees and billable as other costs of collection) to Seller at the end of the Closing Date as determined under week, accompanied by a statement showing the customary billing practices employed by the Business, except that if the Closing Date is amount collected on a day other each such account. Other than the last day of a regular billing periodforegoing, the invoice amount for the data base maintenance fee and other fees which are customarily billed monthly Purchaser shall be the fraction of the fee for the full regular billing period in which the Closing occurs (combining the operations of Sellers and Buyer), the numerator of which is the number of business days in have no obligation with respect to any such regular monthly billing period through the Closing Date and the denominator of which is the total number of business days in such regular monthly billing period. The amounts due from Customers under the foregoing invoices shall constitute part of the Collectible Accounts Receivable. For purposes of clarification, as a general principle, Sellers shall be entitled to payment for services performed on or prior to the Closing Date and Buyer shall be entitled to payment for services performed after the Closing Dateaccount, and for all work eligible to be billed upon completion that is in process on the Closing Date, the parties shall equitably pro-rate invoices issuable in respect thereof. (c) For a period of 120 days following the Closing Date (the "Collection Assistance Period"), Buyer shall use its reasonable efforts consistent with the customary business practices of the Business to assist Sellers in the collection of the Collectible Accounts Receivable, provided that in providing such assistance Buyer Purchaser shall not be required to cease, take any legal proceeding or threaten action to cease to provide services to, or continue to provide services to any Customer. (d) It is understood that Customers who are indebted to Sellers under Customer Accounts Receivable may also become indebted to Buyer under the Transferred Customer Contracts after the Closing Date ("New Receivables"; a Customer Account Receivable or a New Receivable, a "Receivable")effect collection on behalf of Seller. It is agreed generally the intention of Purchaser and Seller that if any payment from a Customer which identifies the Receivable such accounts are paid to which it applies Purchaser, then Purchaser shall be applied collect same and remit to the identified Receivable and that absent such identification the receiving party shall inquire of the Customer and apply the payment in accordance with the Customer's response to such inquiry. If either Sellers or Buyer shall receive a payment from a Customer applicable to the other party's Receivables, in accordance with Section 7.7 it shall promptly notify and forward the same to the other party. (i) As a fee for Buyer's assistance pursuant to this Section 7.10 with collection of the Collectible Accounts Receivable, Sellers shall pay to Buyer $400,000 (the "Collectible Accounts Receivable Collection Fee"), contingent upon Sellers' actual collection of 80% of the aggregate amount of the Collectible Accounts Receivable within 120 days after the Closing Date. $240,000 of the Collectible Accounts Receivable Collection Fee (the "Early Collectible Accounts Receivable Collection Fee")(each of the Collectible Accounts Receivable Collection Fee and the Early Collectible Accounts Receivable Collection Fee, a "Collection Fee") shall be payable contingent upon Sellers' actual collection of 70% of the aggregate amount of the Collectible Accounts Receivable within 60 days after the Closing Date. In the event the Early Collectible Accounts Receivable Collection Fee is paid pursuant to this Section 7.10(e)(i), Sellers shall pay to Buyer the additional $160,000 of the Collectible Accounts Receivable Collection Fee contingent upon Sellers' actual collection of an additional 10% of the aggregate amount of Collectible Accounts Receivable within 120 days after the Closing Date (so that the total amount of Collectible Accounts Receivable collected within 120 days after the Closing Date is at least 80% of the aggregate amount of Collectible Accounts Receivable). (ii) The applicable Collection Fee shall be paid within ten (10) business days after the close of the calendar month in which Sellers' actual collected funds exceeds 80% (Seller in the case of the Collectible Accounts Receivable Collection Fee) or 70% (in the case of the Early Collectible Accounts Receivable Collection Fee) or 10% (in the case of payment of the Collectible Accounts Receivable Collection Fee following prior payment of the Early Collectible Accounts Receivable Collection Fee) of the amount of the Collectible Accounts Receivable. (iii) Buyer will apply $150,000 of the Collection Fee paidmanner above provided, less deduction of withholding taxes and other related payroll costs, to the payment of additional compensation to Transferred Employees then employed by Buyer assisting in the collection efforts as set forth in Schedule 7.10(e) of Sellers Disclosure Schedule and distribute the payments to such Transferred Employees then employed by Buyer in the first regular paycheck cycle occurring no sooner than two weeks after receipt of the applicable Collection Fee; in no event will such amounts be used for any other purpose. Buyer shall be free to use the remaining $250,000 of the Collection Fee paid for any lawful purpose. (iv) The parties acknowledge and agree that Sellers but Purchaser shall have no obligation to pay any portion of pursue and Seller reserves the Collectible Accounts Receivable Collection Fee unless and until right to collect the 91-Day AR by all means Seller deems appropriate, at least 70% of the amount of outstanding Collectible Accounts Receivable is actually collected within 60 days after the Closing Date, or, if 70% of the outstanding Collectible Accounts Receivable is not collected within 60 days, unless and until at least 80% of the amount of outstanding Collectible Accounts Receivable is actually collected within 120 days after the Closing Date. Sellers will not be obligated no cost to pay to Buyer the portion of a Collection Fee distributable to a Transferred Employee indicated in Schedule 7.10Purchaser.