Common use of Uncollected Accounts Receivable Clause in Contracts

Uncollected Accounts Receivable. (a) Promptly after the determination thereof, Buyers will cause the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of the Companies outstanding as of the Closing that remain outstanding more than 180 days from the Closing Date, to the extent the aggregate amount of such billed receivables exceed the reserve for doubtful billed accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected by the Companies within 300 days from the Closing Date in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practices.

Uncollected Accounts Receivable. (a) Promptly From and after the determination thereof------------------------------- Closing Date and until December 31, Buyers will cause 1997, Purchaser and, if applicable, the Companies Purchasing Subsidiaries, shall use commercially reasonable efforts to assigncollect all of the Accounts Receivable as and when they become due, transfer consistent with their respective practices and convey jointly procedures used in collecting their respective other accounts receivable. Purchaser, and if applicable, the Purchasing Subsidiaries, shall promptly apply all amounts collected from the obligor under any particular Account Receivable to the Stockholders their rightsAccount Receivable designated by such obligor in connection with such payment or, title and interest in the billed accounts receivable of the Companies outstanding as of the Closing that remain outstanding more than 180 days from the Closing Dateif no such designation is made, to the extent Account Receivable that shall have been due and payable for the aggregate amount longest period of such billed receivables exceed the reserve for doubtful billed accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Companytime. (b) If any unbilled accounts receivable included As promptly as practicable after December 31, 1997, Purchaser shall provide Seller with a list of Accounts Receivable that, as of such date, remain uncollected, specifying therefrom those, if any, that Purchaser desires to re-Transfer to Seller pursuant to this Section 6.8 (the "Uncollected Accounts Receivable"). Within five business days after Seller receives such list (i) Seller shall pay to Purchaser (on behalf of itself and, if applicable, as agent for the Assigning Subsidiaries) an amount in cash equal to 50% of the final Closing Balance Sheet are not collected by outstanding balance of the Companies within 300 days Uncollected Accounts Receivable as of December 31, 1997, together with accrued interest thereon at the rate of five percent (5%) per annum, computed with respect to the period from and including the Closing Date in to (but excluding) the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an date on which such amount equal to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreementis paid, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full(ii) Purchaser and, as applicable, the Principal StockholdersPurchasing Subsidiaries, jointly shall Transfer to Seller and/or one or more Assigning Subsidiaries designated by Seller, pursuant to instruments of transfer executed by Purchaser or, as applicable, a Purchasing Subsidiary, and severallyin form and substance reasonably acceptable to Seller, will pay the balance thereof to PSC in cash within ten days after determination Uncollected Accounts Receivable, free and clear of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Companyall Liens. (c) Buyers will cause Following any re-Transfer of Uncollected Accounts Receivable pursuant to Section 6.8(b), (i) Seller and, if applicable, the Companies to Assigning Subsidiaries shall use commercially reasonable efforts to xxxx and collect all the Uncollected Accounts Receivable (provided that such collection efforts will be no more aggressive than those used by Seller or the Assigning Subsidiaries in collecting accounts receivable included from their customers), and Purchaser shall, and, if applicable, shall cause the Purchasing Subsidiaries to, provide Seller with such information and records in its possession relating to the Closing Balance Sheet; providedUncollected Accounts Receivable and otherwise reasonably cooperate with Seller in any such attempt, thatand (ii) 50% of all amounts collected in respect of the Uncollected Accounts Receivable by Seller and its affiliates, such commercially reasonable efforts on the one hand, or Purchaser and its affiliates, on the other hand, net of related third party collection costs and expenses, shall promptly be remitted by the collecting party to Purchaser or Seller, respectively. Nothing contained in this Agreement will not be deemed construed to require Seller or any Assigning Subsidiary to collect any amount of Uncollected Accounts Receivable that Seller determines in good faith is likely to be more than the Companies' historical practicesuncollectible.

Uncollected Accounts Receivable. (a) Promptly after the determination thereof, Buyers will cause the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of the Companies outstanding as of the Closing that remain outstanding more than 180 days from Following the Closing Date, the Company shall, and Buyer shall cause the Company to, use reasonable best efforts to collect all Uncollected Accounts Receivable; provided, that such efforts shall not require Buyer or the extent Company to initiate any Proceedings to collect any such Uncollected Accounts Receivable. Upon any Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from the aggregate amount date of such billed receivables exceed invoice), the reserve for doubtful billed accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably request, including Company shall notify Seller whether it has engaged a third-party debt collection efforts or litigation with customers service to collect such Uncollected Accounts Receivable (which decision to engage such third-party debt collection service shall be in the sole discretion of the Company during the thirty (30)-day period following any such Uncollected Accounts Receivable becoming one hundred twenty (120) days old (measured from the date of invoice)). Upon any Uncollected Accounts Receivable becoming one hundred fifty (150) days old (measured from the date of invoice), the Company shall, and Buyer shall cause the Company to, engage a third-party debt collection service to collect such Uncollected Accounts Receivable; provided that, Buyer and the Company may request that Seller consent to waiving the foregoing requirement that the Company engage a third-party debt collection service, which consent Seller may grant in its sole discretion. The fees, costs and expenses of any Company. such third-party debt collection service engaged by the Company will be paid fifty percent (b50%) If by the Company and fifty percent (50%) by Seller, with Seller’s portion of such fees, costs and expenses to be deducted by the Company and set off against the applicable Uncollected Accounts Receivable collected by the Company prior to remittance thereof to Seller in accordance with this Section 8.6. Following the Determination Date, if the Company collects any unbilled accounts receivable included Uncollected Accounts Receivable during a given calendar month (and such collections are not taken into account in the final Closing Balance Sheet are not collected by determination of the Companies within 300 days from adjustments to the Closing Date Purchase Price in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"accordance with Section 2.4), then an amount equal Buyer shall pay (or cause to the aggregate face amount of be paid) such Unbilled Receivables, in excess of Uncollected Accounts Receivable (subject to any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC reduction thereto in accordance with the Escrow Agreement, and other provisions of this Section 8.6) to the extent Seller in accordance with this Section 8.6. Buyer shall aggregate (or cause to be aggregated) all such Uncollected Accounts Receivable (if any) actually collected by the Holdback Amount is insufficient Company during a given calendar month following the Determination Date and shall pay (or cause to satisfy be paid) all such payment obligation Uncollected Accounts Receivable (subject to any reduction thereto in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously accordance with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign other provisions of this Section 8.6) via ACH transfer and convey jointly to the Stockholders their rights, title and interest Seller in a single lump sum within thirty (30) days following the Unbilled Receivables, to the extent the aggregate amount end of such Unbilled Receivables exceed calendar month to an account designated in advance by the reserve Seller. Any payment by Buyer (or its successor) under this Section 8.6 shall be treated by the parties hereto as an adjustment to Purchase Price for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection all purposes (unless otherwise required by applicable Requirements of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any CompanyLaw). (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practices.

Uncollected Accounts Receivable. (ai) Promptly after Solely as a condition to receipt by the determination thereofParent and Buyer of amounts under this Section 7(g), Buyers will (A) Parent shall and shall cause Buyer to use efforts to collect all of the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of the Companies outstanding as of the Closing that remain outstanding more than 180 days from the Closing Date, to the extent the aggregate amount of such billed receivables exceed the reserve for doubtful billed accounts receivable customers reflected on the Closing Date Balance Sheet. The Stockholders will furnish , which are at least comparable to the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected those used by the Companies within 300 days from the Closing Date Company in the Ordinary Course of Business, without resort to third-party collection efforts or litigation Business (the "Unbilled Receivables"“Accounts Receivable”); (B) Parent shall and shall cause Buyer to furnish the Shareholder Representative with all such records and other information as the Shareholder Representative may require to verify the amounts collected by Buyer with respect to the Accounts Receivable; (C) for the purpose of determining amounts collected by Buyer with respect to Accounts Receivable, then (i) if a payment is specified by an account debtor as being in payment of a specific invoice of the Surviving Corporation, the payment shall be applied to that invoice, and (ii) in the absence of a bona fide dispute between an account debtor and the Surviving Corporation, all payments by an account debtor that are not specified as being in payment of a specific invoice shall first be applied to the oldest outstanding invoice due from that account debtor; and (D) Parent shall not and shall not permit the Surviving Corporation to compromise, settle or adjust the amount of any of the Accounts Receivable without the prior written consent of the Shareholder Representative, which shall not be unreasonably withheld, if such compromise, settlement or adjustment would be consistent with the Company’s past practices. 47 (ii) Parent and Buyer covenant and agree that within thirty (30) days following the day which is two hundred seventy (270) days following the Closing Date, Parent and Buyer will provide the Stockholder Representative a schedule of those Accounts Receivable which remain uncollected as of the 270th day (the “Accounts Receivable Schedule”). (iii) Within thirty (30) days following receipt of the Accounts Receivable Schedule, the Stockholders shall reimburse the Parent and the Buyer for the amount of such uncollected Accounts Receivable set forth therein, less the sum of (A) the amount of the Accounts Receivable Adjustments set forth on the Closing Date Balance Sheet and (B) an amount equal to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable Receivables Threshold less the Company Reserve if the GAAP Reserve exceeds the Receivables Threshold on the Closing Date Balance Sheet. In the event that Parent and Buyer, if any will be due and owing subsequent to PSC. Such amount will be deducted first reimbursement from the Holdback Amount Stockholders, collect any Stockholder-reimbursed Account Receivable, Parent and distributed Buyer shall refund to PSC in accordance the Stockholders that amount which was received from the Stockholders with respect to that Account Receivable. Notwithstanding the foregoing, the Parent and the Buyer may, but shall not be obligated to, submit a claim under the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination Agreement for all or part of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Companythem under this Section 7(g). (civ) Buyers will cause To the Companies extent that Parent or Buyer is paid by the Shareholders for any uncollected Accounts Receivable, concurrently with such payment the Surviving Corporation shall quitclaim and assign to use commercially reasonable efforts the Shareholder Representative all such Accounts Receivable. All obligations of the Shareholders under this Section 7(g) shall be subject to xxxx the limitations set forth in Section 8(b)(i)(B) as if such uncollected Accounts Receivable constituted a breach of the Company’s representations and collect all accounts receivable included warranties in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practicesSection 3(q).

Uncollected Accounts Receivable. (a) Promptly Prior to the Second Merger I-trax shall cause the Surviving Corporation to, and after the determination thereofSecond Merger I-trax shall, Buyers will cause take all reasonable efforts to collect the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of WellComm reflected on the Companies outstanding as Closing Balance Sheet (the "WellComm Accounts Receivable") in a timely manner. The WellComm Accounts Receivable which are not collected by the Surviving Corporation or I-trax within ninety (90) days of the Closing that remain outstanding more than 180 days from Date (the Closing Date, to the extent the aggregate amount of such billed receivables "Uncollected Accounts Receivable Amount") shall not exceed the reserve or allowance for doubtful billed accounts receivable reflected shown on the Closing Balance Sheet. The Stockholders will furnish to If the Companies and Buyers such information relating to Uncollected Accounts Receivable Amount exceeds the collection of such billed reserve or allowance for doubtful accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected by the Companies within 300 days from the Closing Date in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable shown on the Closing Balance Sheet, if any will the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable Amount shall be due and owing assigned to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with WellComm Representative on behalf of the Escrow AgreementWellComm Stockholders, and an amount in Cash equal to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination excess of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed Uncollected Accounts Receivable Amount over the reserve or allowance for doubtful unbilled accounts receivable reflected on the Closing Balance SheetSheet shall be paid to I-trax by the WellComm Representative out of the Holdback Account, and if such amount exceeds the amount held in the Holdback Account at the time such payment is due, the WellComm Stockholders shall be jointly and severally responsible for the payment of such excess. The Stockholders will furnish foregoing notwithstanding, I-trax may elect in its sole and absolute discretion to retain any or all of the Companies and Buyers such information relating to WellComm Accounts Receivable constituting the collection of such Unbilled Receivables as Uncollected Accounts Receivable Amount, in which case the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not retained WellComm Accounts Receivable shall be deemed to have been collected for purposes of this Section 7(h). The closing, if any, with respect to the foregoing provisions of this Section 7(h) shall occur within thirty (30) days after the ninetieth (90th) day after the Closing Date. Further, notwithstanding the provisions of Section 8(b) below, the obligation of the WellComm Representative to distribute Cash to I-trax out of the Holdback Account and/or the right of I-trax to collect funds from the WellComm Stockholders, in each case pursuant to this Section 7(h), shall also be more than the Companies' historical practices.sole remedies of I-trax with respect to any breach of Section

Uncollected Accounts Receivable. (a) Promptly after In the determination thereof, Buyers will cause the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable event that as of the Companies date six months from the Closing Date (the "Adjustment Date") Buyer shall not have been paid in full in respect of all Accounts Receivable of the Company outstanding as of the Closing Date (net of reserves for doubtful accounts and allowances for valid promotional discounts), Buyer shall so advise Seller in writing, and Seller shall promptly, but in any event within 10 Business Days following such notice from Buyer, acquire from Buyer all such unpaid Accounts Receivable for a sum, in immediately available funds, equal to the excess of (i) the amount of the Accounts Receivable outstanding as of the Closing Date (net of reserves for doubtful accounts and allowance for valid promotional discounts) over (ii) the amount of payments actually received by Buyer or its Affiliates in respect of such Accounts Receivable (the "Reimbursed Accounts Receivable"). In calculating the amount, if any, which Seller must pay to Buyer pursuant to this Section 6.13, payments received by Buyer or its Affiliates in respect of Accounts Receivable of the Company shall be credited, unless otherwise designated, specified or noted by the customer, first to the oldest account receivable of a customer outstanding as of the Closing until all Accounts Receivable with respect to that remain customer outstanding more than 180 days from as of the Closing are paid in full. At and after such time as Buyer assumes responsibility for the collection of Accounts Receivable of the Company outstanding as of the Closing Date, Buyer shall use its reasonable commercial efforts to the extent the aggregate amount of collect such billed receivables exceed the reserve Accounts Receivable, including any Reimbursed Accounts Receivable. In addition, so long as Buyer has responsibility for doubtful billed accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such billed accounts receivable of the Company outstanding as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected by the Companies within 300 days from the Closing Date in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal pursuant to the aggregate face amount Transition Services Agreement, Buyer shall use its reasonable commercial efforts to assist Seller in collecting any Reimbursed Accounts Receivable. If any Reimbursed Accounts Receivable are, after such reimbursement by Seller to Buyer, ultimately collected by Buyer or its Affiliates, Buyer shall promptly notify Seller in writing of such Unbilled Receivablescollection and will promptly, but in any event within 10 Business Days following such collection, transfer to Seller, in excess immediately available funds, such collected Reimbursed Accounts Receivable. In connection with such acquisition of Accounts Receivable by Seller, Buyer agrees to execute and cause its Affiliates to execute such assignments as are reasonably requested by Seller in order to effectively transfer to Seller or its designee(s) such Accounts Receivable. Buyer shall not disclose the provisions of this Section 6.13 to any reserves person other than its employees, advisors and agents who need to know such information in order for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing Buyer to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheetfulfill its obligations hereunder. The Stockholders will furnish to Buyer and the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practices.Seller shall each provide access to

Uncollected Accounts Receivable. (a) Promptly after the determination thereof, Buyers will cause the Companies to assign, transfer The Seller and convey jointly to the Stockholders their rights, title and interest Xxxxxx agree that in the billed event that for any reason whatsoever the Company shall not collect the full face amount of each and every Account Receivable included in the Company Assets, less the reserve for doubtful accounts receivable of and affiliate office holdback set forth in the Companies outstanding Financial Statements as of the Closing that remain outstanding more than 180 Date, within two hundred and ten (210) days from following the Closing DateDate (collectively the "Delinquent Accounts Receivable"), and the Delinquent Accounts Receivable have been written off of Company's books, then within seven (7) business days of Seller's receipt of written notice from Buyer regarding such Delinquent Accounts Receivable, Seller shall refund to Buyer, by cashiers or certified check or by interbank wire transfer, the extent the aggregate full amount of such billed receivables exceed Delinquent Accounts Receivable or, at the reserve option of Buyer, the Company shall have the right to reduce, on a dollar for doubtful billed accounts receivable reflected on dollar basis, the Closing Balance Sheet. The Stockholders will furnish principal amount due or to become due under the Companies and Buyers such information relating to the collection of such billed accounts receivable as the Companies Promissory Note, or Buyers may reasonably requestotherwise, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected by the Companies within 300 days from the Closing Date in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal to the aggregate face amount of such Unbilled ReceivablesDelinquent Accounts Receivable. Upon receipt of payment from Seller, or application of such offset and recoupment by the Buyer in excess its sole discretion, Seller may request that the Company assign the uncollected Delinquent Accounts Receivable to Seller and upon such request the Company shall so assign the Delinquent Accounts Receivable. Further, any subsequent collection by the Company of an assigned Delinquent Account Receivable shall be promptly paid to Seller. The rights of the Buyer under this Section are elective and in addition to all other rights and remedies of Buyer. For purposes of this Section, all payments received by the Company or an Acquired Company on any reserves for uncollectible unbilled accounts receivable on Accounts Receivable shall be applied by the Closing Balance Sheet, if any will be due and owing Company either as designated by the payor or to PSC. Such amount will be deducted first from the Holdback Amount and distributed specific Accounts Receivable to PSC in accordance with the Escrow Agreementwhich such payment applies, and otherwise to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination oldest Accounts Receivable of the amount due from the Principal Stockholderspayor. Buyers' calculation Accounts Receivable subject to payment plans of Unbilled Receivables will be which Buyer has been made aware, which payment plans extend beyond two hundred ten (210) days of Closing and which are not in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSCdefault, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will shall not be deemed to be more than the Companies' historical practicesconsidered Delinquent Accounts Receivable.

Uncollected Accounts Receivable. (a) Promptly Within 135 days after the determination thereofEffective Date, Buyers will cause CNCO shall have the Companies right to assign, transfer and convey jointly to (i) notify the Stockholders their rights, title and interest Company in writing (the billed "Receivables Notice") of the dollar amounts of the accounts receivable of the Companies outstanding Business existing on the Effective Date that have not been collected by CNCO by the date of such notice and which are more than 120 days past due as of the Closing that remain date of such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to the Company 100% of the then-outstanding more Greater than 180 days 120-Day Receivables. If so assigned, the Company shall purchase the Greater than 120-Day Receivables for a price equal to (x) the face amount of the Greater than 120-Day Receivables less (y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the Closing Effective Date at a rate equal to the 30-day Treasury bill xxxe in effect on the Effective Date, payable by wire transfer of immediately available funds to (or by interbank transfer, if applicable) CNCO within 3 business days following receipt of the Receivables Notice. In determining the amount collected with regard to any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the extent the aggregate amount receivables of such billed obligor in the order in which such receivables exceed arose. From and after the reserve for doubtful billed Closing, CNCO shall continue collecting accounts receivable reflected on in all material respects in accordance with the past practice of the Business prior to the Closing Balance Sheet. The Stockholders will furnish Date and shall provide the Company reasonable access to the Companies and Buyers such review all information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably requestforegoing, including thirdall write-party collection efforts or litigation with customers offs. From and after the date CNCO exercises its option to assign the Greater than 120-Day Receivables to the Company, CNCO shall continue collecting such Greater than 120-Day Receivables on behalf of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected Company for a reasonable fee to be agreed upon by the Companies within 300 days from the Closing Date parties in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal proportion to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Companyservices rendered. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practices.

Uncollected Accounts Receivable. (a) Promptly Within 135 days after the determination thereofEffective Date, Buyers will cause CNCO shall have the Companies right to assign, transfer and convey jointly to (i) notify the Stockholders their rights, title and interest Company in writing (the billed "Receivables Notice") of the dollar amounts of the accounts receivable of the Companies outstanding Business existing on the Effective Date that have not been collected by CNCO by the date of such notice and which are more than 120 days past due as of the Closing that remain date of such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to the Company 100% of the then-outstanding more Greater than 180 days 120-Day Receivables. If so assigned, the Company shall purchase the Greater than 120-Day Receivables for a price equal to (x) the face amount of the Greater than 120-Day Receivables less (y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the Closing Effective Date at a rate equal to the 30-day Treasury xxxx rate in effect on the Effective Date, payable by wire transfer of immediately available funds to (or by interbank transfer, if applicable) CNCO within 3 business days following receipt of the Receivables Notice. In determining the amount collected with regard to any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the extent the aggregate amount receivables of such billed obligor in the order in which such receivables exceed arose. From and after the reserve for doubtful billed Closing, CNCO shall continue collecting accounts receivable reflected on in all material respects in accordance with the past practice of the Business prior to the Closing Balance Sheet. The Stockholders will furnish Date and shall provide the Company reasonable access to the Companies and Buyers such review all information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably requestforegoing, including thirdall write-party collection efforts or litigation with customers offs. From and after the date CNCO exercises its option to assign the Greater than 120-Day Receivables to the Company, CNCO shall continue collecting such Greater than 120-Day Receivables on behalf of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected Company for a reasonable fee to be agreed upon by the Companies within 300 days from the Closing Date parties in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal proportion to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Companyservices rendered. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practices.

Uncollected Accounts Receivable. (a) Promptly Within 135 days after the determination thereofEffective Date, Buyers will cause Buyer shall have the Companies right to assign, transfer and convey jointly to (i) notify Seller in writing (the Stockholders their rights, title and interest in "Receivables Notice") of the billed dollar amounts of the accounts receivable of the Companies outstanding Business existing on the Effective Date that have not been collected by Buyer by the date of such notice and which are more than 120 days past due as of the Closing that remain date of such notice (the "Greater than 120-Day Receivables") and (ii) at its option, assign to Seller 100% of the then-outstanding more Greater than 180 days 120-Day Receivables. If so assigned, Seller shall purchase the Greater than 120-Day Receivables for a price equal to (x) the face amount of the Greater than 120- Day Receivables less (y) the full amount of the reserve for receivables reflected in the Net Current Assets, plus (z) interest on (x) minus (y) accrued from the Closing Effective Date at a rate equal to the 30-day Treasury xxxx rate in effect on the Effective Date, payable by wire transfer of immediately available funds to (or by interbank transfer, if applicable) Buyer within three (3) business days following receipt of the Receivables Notice. In determining the amount collected with regard to any account receivable, all amounts received from any obligor shall be allocated to the receivable specified by such obligor, or if not specified, to the extent the aggregate amount receivables of such billed obligor in the order in which such receivables exceed arose. From and after the reserve for doubtful billed Closing, Buyer shall continue collecting accounts receivable reflected on in all material respects in accordance with the past practice of the Business prior to the Closing Balance Sheet. The Stockholders will furnish Date and shall provide Seller reasonable access to the Companies and Buyers such review all information relating to the collection of such billed accounts receivable as the Companies or Buyers may reasonably requestforegoing, including thirdall write-party collection efforts or litigation with customers offs. From and after the date Buyer exercises its option to assign the Greater than 120-Day Receivables to the Seller, Buyer shall continue collecting such Greater than 120-Day Receivables on behalf of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected Seller for a reasonable fee to be agreed upon by the Companies within 300 days from the Closing Date parties in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal proportion to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable on the Closing Balance Sheet, if any will be due and owing to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with the Escrow Agreement, and to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed the reserve for doubtful unbilled accounts receivable reflected on the Closing Balance Sheet. The Stockholders will furnish to the Companies and Buyers such information relating to the collection of such Unbilled Receivables as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Companyservices rendered. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not be deemed to be more than the Companies' historical practices.

Uncollected Accounts Receivable. (a) Promptly Prior to the Second Merger I-trax shall cause the Surviving Corporation to, and after the determination thereofSecond Merger I-trax shall, Buyers will cause take all reasonable efforts to collect the Companies to assign, transfer and convey jointly to the Stockholders their rights, title and interest in the billed accounts receivable of WellComm reflected on the Companies outstanding as Closing Balance Sheet (the "WELLCOMM ACCOUNTS RECEIVABLE") in a timely manner. The WellComm Accounts Receivable which are not collected by the Surviving Corporation or I-trax within ninety (90) days of the Closing that remain outstanding more than 180 days from Date (the Closing Date, to the extent the aggregate amount of such billed receivables "UNCOLLECTED ACCOUNTS RECEIVABLE AMOUNT") shall not exceed the reserve or allowance for doubtful billed accounts receivable reflected shown on the Closing Balance Sheet. The Stockholders will furnish to If the Companies and Buyers such information relating to Uncollected Accounts Receivable Amount exceeds the collection of such billed reserve or allowance for doubtful accounts receivable as the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (b) If any unbilled accounts receivable included in the final Closing Balance Sheet are not collected by the Companies within 300 days from the Closing Date in the Ordinary Course of Business, without resort to third-party collection efforts or litigation (the "Unbilled Receivables"), then an amount equal to the aggregate face amount of such Unbilled Receivables, in excess of any reserves for uncollectible unbilled accounts receivable shown on the Closing Balance Sheet, if any will the WellComm Accounts Receivable constituting the Uncollected Accounts Receivable Amount shall be due and owing assigned to PSC. Such amount will be deducted first from the Holdback Amount and distributed to PSC in accordance with WellComm Representative on behalf of the Escrow AgreementWellComm Stockholders, and an amount in Cash equal to the extent the Holdback Amount is insufficient to satisfy such payment obligation in full, the Principal Stockholders, jointly and severally, will pay the balance thereof to PSC in cash within ten days after determination excess of the amount due from the Principal Stockholders. Buyers' calculation of Unbilled Receivables will be in reasonable detail as may be necessary to evaluate the accuracy thereof. Simultaneously with the full payment for Unbilled Receivables to PSC, Buyers will cause the Companies to assign transfer and convey jointly to the Stockholders their rights, title and interest in the Unbilled Receivables, to the extent the aggregate amount of such Unbilled Receivables exceed Uncollected Accounts Receivable Amount over the reserve or allowance for doubtful unbilled accounts receivable reflected on the Closing Balance SheetSheet shall be paid to I-trax by the WellComm Representative out of the Holdback Account, and if such amount exceeds the amount held in the Holdback Account at the time such payment is due, the WellComm Stockholders shall be jointly and severally responsible for the payment of such excess. The Stockholders will furnish foregoing notwithstanding, I-trax may elect in its sole and absolute discretion to retain any or all of the Companies and Buyers such information relating to WellComm Accounts Receivable constituting the collection of such Unbilled Receivables as Uncollected Accounts Receivable Amount, in which case the Companies or Buyers may reasonably request, including third-party collection efforts or litigation with customers of any Company. (c) Buyers will cause the Companies to use commercially reasonable efforts to xxxx and collect all accounts receivable included in the Closing Balance Sheet; provided, that, such commercially reasonable efforts will not retained WellComm Accounts Receivable shall be deemed to have been collected for purposes of this Section 7(h). The closing, if any, with respect to the foregoing provisions of this Section 7(h) shall occur within thirty (30) days after the ninetieth (90th) day after the Closing Date. Further, notwithstanding the provisions of Section 8(b) below, the obligation of the WellComm Representative to distribute Cash to I-trax out of the Holdback Account and/or the right of I-trax to collect funds from the WellComm Stockholders, in each case pursuant to this Section 7(h), shall also be more than the Companies' historical practicessole remedies of I-trax with respect to any breach of Section 4(ee) above, and in no event shall I-trax be entitled pursuant to this Section 7(h) to collect or receive Cash from the WellComm Stockholders in excess of the Uncollected Accounts Receivable Amount.