Uncollected Receivables. After the Closing, Buyer will use its reasonable efforts, in accordance with Buyer's past business practices, to collect all accounts and notes receivable of the Purchased Business outstanding as of the Closing Date. Buyer's reasonable efforts need not include litigation or the use of any third parties unless Seller so directs Buyer to proceed at Seller's expense and such expenses are advanced to Buyer by Seller. If the accounts and notes receivable reflected on the Balance Sheet (less the applicable reserves in respect thereof shown on the Balance Sheet) are not collected in full within ninety days after the Closing Date, the uncollected amounts will be deducted from the $50,000 of additional obligations of Seller Buyer has agreed to assume under Section 3.3. If less than such amount remains of the $50,000, the difference, if so elected by Buyer in accordance with Section 3.3(c), will cause a portion of the Shares to be returned to Buyer as provided and as calculated in such Section. Buyer will take all action and deliver all instruments necessary to effectively vest in Seller all of the right, title and interest of Buyer with respect to any uncollected accounts or notes receivable so purchased by Seller, and Buyer shall promptly remit to Seller any payments with respect to such receivables thereafter received by Buyer. When the billing to an accounts receivable debtor includes indebtedness incurred on or after the Closing Date as well as indebtedness prior to the Closing Date, payments received will be applied to the indebtedness oldest in time except where the debtor otherwise indicates the indebtedness for which payment is being made.
Uncollected Receivables. If any part of the Receivables sold under this Agreement are not collected by the Purchaser in full within 180 days after closing, the Vendor shall pay to the Purchaser an amount equal to the excess of the uncollected amounts over the provision for doubtful accounts reflected in the auditors' determination of the net book value thereof, upon receipt of a reassignment by the Purchaser of the uncollected part of those accounts. Payment on account not appropriated by the Payor will be applied to the oldest account owing by the Payor.
Uncollected Receivables. 4.4.1. If, prior to the one-hundred and fiftieth (150th) day after the Closing Date, Purchaser has not collected an amount equal to the aggregate net amount of Receivables included in Closing Date Net Working Capital (such net Receivables, the “Closing Receivables”), then Purchaser shall have the right to assign to Seller all right, title and interest in all or a portion of such uncollected Closing Receivables (the “Assigned Receivables”). In consideration for such assignment Seller shall, as soon as practicable, pay to Purchaser an amount equal to (i) the Closing Receivables minus (ii) the amount collected in cash by Purchaser in respect of the Closing Receivables and minus (iii) the net book value as reflected in the Closing Date Net Working Capital of any uncollected Closing Receivables that are not Assigned Receivables. Receivables collected by Purchaser shall be applied to the invoice indicated in such payment and if no invoice number is indicated by the customer, to that customer’s oldest invoice. Purchaser shall have no obligation to file suit or undertake exceptional collection efforts outside of the scope of Purchaser’s customary internal procedures for collecting its accounts receivable. Purchaser shall not make any adjustment, concession or settlement of Closing Receivables without the prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. The Seller shall be entitled to collect and retain the proceeds of all Assigned Receivables.
Uncollected Receivables. 22 6.6 Public Announcements.......................................23 6.7
Uncollected Receivables. During the 180-day period that begins on the Closing Date (the “Collection Period”), Buyer shall collect and receive payment in the ordinary course of business with respect to the outstanding accounts receivable which were included on the Closing Date Balance Sheet (the “Receivables”), and shall pursue collection thereof in accordance with its usual and customary practices (but shall not be obligated to commence any litigation to collect any such Receivables). All such payments from each obligor of a Receivable shall be applied on a “first-in, first-out” basis during the Collection Period so that each payment from an obligor is applied first to the oldest outstanding Receivables of such obligor, unless otherwise directed in writing by the obligor in the event of disputed receivables. If the cumulative principal amount of the Receivables which remain uncollected as of the expiration of the Collection Period exceed the reserve for bad debts included on the Closing Date Balance Sheet (the “Collections Deficiency”), Parent or Seller shall pay promptly to Buyer an amount equal to the Collections Deficiency. If the cumulative principal amount of the Receivables collected during the Collection Period exceeds an amount equal to (i) the amount of the Receivables minus (ii) the reserve for bad debts included on the Closing Date Balance Sheet (such excess amount referred to as the “Excess Collections”), Buyer shall promptly pay to Parent an amount equal to the Excess Collections. Buyer shall, within five (5) Business Days of the end of the Collection Period, provide Parent with a complete list of the uncollected Receivables as of the end of the Collection Period. At the end of the Collection Period, Buyer shall cease to have any further responsibilities to Seller or Parent with respect to the Receivables. In the event of payment of the Collections Deficiency by Parent or Seller to Buyer, Buyer shall assign to Seller any Receivables that remain uncollected as of the end of the Collection Period and, subject to providing Buyer with advance notice of Seller’s intent to pursue any such uncollected Receivables, Seller and its Affiliates shall be permitted to pursue the collection of such uncollected Receivables after the expiration of the Collection Period, in their discretion. Buyer agrees to remit to Parent, promptly following receipt, any amounts received by Buyer with respect to any uncollected Receivables assigned by Buyer to Seller pursuant to this Section 2.12.
Uncollected Receivables. After the Closing, Buyer will, or cause the Company to, use commercially reasonable efforts to collect the accounts receivable owned by the Company. If, on or prior to December 31, 1999, the Company has been unable to collect (i) the account receivables owned by it as of Closing Date hereunder in full, subject to the allowance for doubtful accounts as reflected on the Latest Balance Sheet, and (ii) those amounts of Texas state and Louisiana parish sales tax due from certain customers as set forth on Schedule 3.13 (collectively the "Uncollected Receivables"), Buyer shall have the option to cause the Company to sell and, upon exercise of such option, Sellers proportionably in the ratio of their Share ownership shall have the obligation to buy such Uncollected Receivables at the aggregate face value thereof less an amount equal to the allowance for doubtful accounts as reflected on the Latest Balance Sheet. Sellers shall be obligated to consummate such repurchase within ten (10) days after written notice from Buyer of Buyer's election to require such repurchase, with payment to be made by having Crescent reduce the principal amount of each Seller's Promissory Note by such Seller's proportionate amount of Uncollected Receivables repurchased pursuant to this Section 6.7. Upon receipt by Buyer of such amount from Sellers by reduction of the principal amount of the Promissory Notes, Buyer shall cause all right, title and interest in and to the uncollected balances of such receivables to be assigned, transferred and delivered to Sellers, without recourse to Buyer or the Company. In the event that the Company makes any sales to or performs any services for any account debtor of any of the receivables after the Closing Date, any payments received by the Company from such account debtor shall be applied: (i) as designated by such account debtor, or (ii) in the absence of any such designation, to the oldest unpaid receivable owed by such account debtor. Each of Buyer and Sellers shall promptly pay to the other any amounts received by it (or any of its affiliates) on account of a receivable (or any portion thereof) which is, at such time, the property of the other or any affiliate of the other. Buyer shall promptly pay to Sellers any amounts received by it on or prior to one (1) year after the Closing Date on account of a receivable written off the Company's financial books prior to the Closing Date. Sellers, severally and in proportion to each Seller's Proportionate S...
Uncollected Receivables. Buyer shall use good faith and reasonable diligence in seeking to collect all accounts receivable. Any payments received from any debtor shall be applied first to the oldest outstanding principal balance for such debtor. Buyer shall make its relevant financial records available to Seller at reasonable times and upon reasonable notice for purposes of auditing the accounts receivable collected by Buyer. If, despite its best efforts to collect the accounts receivable, Buyer is unable to collect and realize upon such accounts receivable to such extent as results in a breach of the warranty and representation set forth in Section 3.7, and, as a consequence of such breach, Seller indemnifies Buyer pursuant to Section 9.2, then and to the extent of such indemnification, and at Seller's request, Buyer shall assign any and all such uncollectible accounts receivable back to Seller, and Seller shall have all rights to collect such accounts receivable or otherwise to realize thereon for Seller's own account and without obligation to account to Buyer.
Uncollected Receivables. 23 6.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.9 Public Announcements . . . . . . . . . . . . . . . . . . . . . . 24 6.10
Uncollected Receivables. If by September 30, 1998, Buyer has been unable (despite using commercially reasonable collection efforts) to collect the account receivables purchased by Buyer hereunder in full, if any, subject to the allowance for doubtful accounts as reflected on the Latest Balance Sheet, Buyer shall have the option to sell and, upon exercise of such option by Buyer, Seller shall have the obligation to buy, such uncollected receivables, for cash, at the aggregate face value thereof less an amount equal to the allowance for doubtful accounts as reflected on the Latest Balance Sheet. Seller shall be obligated to consummate such repurchase within ten days after written notice from Buyer of Buyer's election to require such repurchase.
Uncollected Receivables. Notwithstanding any other provision of this Agreement to the contrary, the parties agree that the Purchaser shall not be required to include in the Closing Statement any account or note receivable of the Company or any Subsidiary that was not collected as of the Closing and remains uncollected as of the 100th day after the Closing Date (any such account or note receivable that is not reflected on the Closing Statement, an “Uncollected Receivable”). If the Purchaser exercises this right, concurrently with the delivery of the Closing Statement, the Purchaser shall assign to the Seller all right, title and interest of the Purchaser in and to the Uncollected Receivables.
