Common use of Uncollected Receivables Clause in Contracts

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. After If, during the Closingeight-month period beginning on the Closing Date (the “Collection Period”), Buyer will use its reasonable efforts, does not collect in accordance with Buyer's past business practices, to collect all accounts and notes receivable full any of the Accounts Receivable of Seller included in the Purchased Business outstanding as Assets, then Buyer shall deliver to the Seller Parties written notice identifying all such Accounts Receivable that were not so collected (“Uncollected Receivables”). Within 10 days of receipt of such notice from Buyer, 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 Parties, jointly and such expenses are advanced severally, shall pay to Buyer by Seller. If an amount equal to the accounts and notes receivable reflected on lesser of: (a) $38,000 or (b) the Balance Sheet total amount of Uncollected Receivables (less or authorize Buyer in writing to offset such applicable amount against 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 Holdback Amount in accordance with Section 3.3(c6.6). If the Seller Parties fail to pay when due the amount of Uncollected Receivables due pursuant to this Section then, in addition to any other rights and remedies available to Buyer (and notwithstanding any failure by the Seller Parties to authorize such offset as provided above), will cause a portion Buyer shall have the right to offset such applicable amounts against the Holdback Amount, subject to and in accordance with the terms of Section 6.6. Upon receipt of the Shares applicable payment from the Seller Parties for the Uncollected Receivables (or upon offset of such amount from the Holdback Amount), Buyer shall assign, without recourse, the Uncollected Receivables (or pro-rata portion thereof) 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 Seller shall thereafter be entitled to take reasonable actions to collect, for Seller’s benefit, the Uncollected Receivables (or pro-rata portion thereof). During the Collection Period, Buyer shall promptly remit use commercially reasonable efforts to Seller collect the Accounts Receivable (but Buyer shall not be obligated to bring collection actions to collect any payments with respect to such accounts from an account debtor). Buyer shall apply amounts received during the Collection Period from customers in payment of accounts receivables thereafter received by Buyer. When (including the billing to an accounts receivable debtor includes indebtedness incurred on or after the Closing Date as well as indebtedness prior Accounts Receivable) to the Closing Date, payments received will be applied specific outstanding invoice to the indebtedness oldest in time except where the debtor otherwise indicates the indebtedness for which such payment is being maderelates.

Uncollected Receivables. After (a) To the Closing, Buyer will use its reasonable efforts, in accordance with Buyer's past business practices, to collect all extent that any of the accounts and notes receivable of SRI acquired by Buyer pursuant to this Agreement (the Purchased Business outstanding as of "Acquired Receivables") remain uncollected (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"Uncollected Receivables") are not collected in full within ninety for a period greater than 90 days after from the Closing Date, the Stockholders and Shore, jointly and severally, shall, within 5 days of receipt of written notice from Buyer setting forth in detail such Uncollected Receivables, pay to Buyer the uncollected amounts will amount net of any reserves for bad debts reflected in the Closing Balance Sheet, net of tax cost (using the combined federal and state effective tax rate of 40.1%) relating to such Uncollected Receivables but grossed-up to account for the discount rate applied pursuant to Section 1.2(b), which uncollected amount shall be deducted from deemed a reduction of the $50,000 Purchase Price (provided, however, that such uncollected amount shall not require any additional repayment or reimbursement of additional the Purchase Price because such adjustment is already taken into account by the payment obligations of Seller Buyer has agreed the Stockholders and Shore set forth in this Section 9.2(a)). (b) SRI shall use reasonable efforts to assume under Section 3.3collect the Acquired Receivables commensurate with the efforts it would use to collect its own accounts receivable. If less than such amount remains of SRI shall not be required to institute litigation or other collection proceedings in order to do so. The Stockholders shall have the $50,000, the difference, if so elected by Buyer in accordance with Section 3.3(c), will cause a portion of the Shares right 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 institute collection proceedings with respect to any uncollected accounts or notes receivable so purchased by Seller, and Buyer shall promptly remit to Seller any payments the Uncollected Receivables but only after payment in full is made with respect to such receivables thereafter pursuant to Section 9.2(a), and SRI shall be deemed to have conveyed, transferred and assigned any such Uncollected Receivables to the Stockholders. The Stockholders shall notify Buyer of any such action not less than five days before it is instituted. Any amounts received by Buyer. When SRI with respect to collection of the billing to an Acquired Receivables or accounts receivable debtor includes indebtedness incurred generated by SRI on or and after the Closing Date as well as indebtedness prior to the Closing Date, payments received will shall be applied to the indebtedness oldest in time except where receivables specifically identified by the debtor otherwise indicates client. If no such identification is provided, SRI shall inquire of client for written identification and apply the indebtedness for which payment is being madeamount received accordingly.

Uncollected Receivables. After If, during the Closing180 day period beginning on the day immediately following the Closing Date (the “Collection Period”), Buyer will use its reasonable efforts, does not collect in accordance with Buyer's past business practices, to collect all accounts and notes receivable full any of the Accounts Receivable of Seller (as reduced by the amounts of any applicable discounts that the Customer is entitled to pursuant to the applicable Customer Contracts or Customer Purchase Orders and Quotes) included in the Purchased Business outstanding as of Assets, then Buyer shall deliver to Seller and the Shareholders written notice identifying all such Accounts Receivable that were not so collected (“Uncollected Receivables”). The Uncollected Receivables shall not be included in the Closing DateDate AR Value for purposes of calculating the Final Closing Date AR Value pursuant to Section 2.6(b). 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 Dateshall assign, without recourse, the uncollected amounts will be deducted from the $50,000 of additional obligations of Seller Buyer has agreed Uncollected Receivables 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 Seller and the Shareholders shall thereafter be entitled to take reasonable actions to collect, for Seller’s and the Shareholders’ benefit, the Uncollected Receivables. During the Collection Period, Buyer shall promptly remit use commercially reasonable efforts to Seller collect the Accounts Receivable (but Buyer shall not be obligated to bring collection actions to collect any payments with respect to such accounts from an account debtor). Buyer shall apply amounts received during the Collection Period from customers in payment of accounts receivables thereafter received by Buyer. When (including the billing to an accounts receivable debtor includes indebtedness incurred on or after the Closing Date as well as indebtedness prior Accounts Receivable) to the Closing Date, payments received will be applied specific outstanding invoice to the indebtedness oldest in time except where the debtor otherwise indicates the indebtedness for which such payment is being maderelates.

Uncollected Receivables. After If, during the Closingone-year period beginning on the Closing Date (the “Collection Period”), Buyer will use its reasonable efforts, does not collect in accordance with Buyer's past business practices, to collect all accounts and notes receivable full any of the Purchased Business outstanding as Accounts Receivable of Seller set forth on the Closing Date. Buyer's reasonable efforts need not include litigation or the use list of any third parties unless Accounts Receivable that Seller so directs Buyer to proceed at Seller's expense and such expenses are advanced delivers to Buyer by Sellerwith its calculation of Estimated Closing Date Working Capital pursuant to Section 2.6(a) (as such list may be modified pursuant to Section 2.6), then Buyer shall deliver to Seller and Shareholders written notice identifying all such Accounts Receivable that were not so collected (“Uncollected Receivables”). If Within five (5) business days of receipt of such notice from Buyer, Seller and Shareholders, jointly, shall pay to Buyer an amount equal to the accounts and notes receivable reflected on the Balance Sheet total amount of Uncollected Receivables (less the or authorize Buyer in writing to receive payment of such 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 amount 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 Escrow Amount in accordance with Section 3.3(c6.6). If Seller and Shareholders fail to pay when due the amount of Uncollected Receivables due pursuant to this Section then, in addition to any other rights and remedies available to Buyer (and notwithstanding any failure by Seller and Shareholders to authorize such payment as provided above), will cause a portion Buyer shall have the right to receive such applicable amounts from the Escrow Amount, subject to and in accordance with the terms of Section 6.6. Upon receipt of the Shares applicable payment from Seller and Shareholders for the Uncollected Receivables (or upon receipt of such amount from the Escrow Amount), Buyer shall assign, without recourse, the Uncollected Receivables 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 Seller shall thereafter be entitled to take reasonable actions to collect, for Seller’s benefit, the Uncollected Receivables. During the Collection Period, Buyer shall promptly remit use commercially reasonable efforts to Seller collect the Accounts Receivable (but Buyer shall not be obligated to bring collection actions to collect any payments such accounts from an account debtor). During the Collection Period, (i) while she is a consultant of Buyer, Xxxxxxxx Xxxxxxxx shall be permitted to assist in coordinating and managing the collection of the Accounts Receivable, and (ii) during the remainder of the Collection Period, Xxxxxxxx Xxxxxxxx shall be permitted to assist Buyer in the collection of the Accounts Receivable which shall include contacting such customers on behalf of and in collaboration with respect to such receivables thereafter received by Buyer. When Buyer agrees to cooperate with Xxxxxxxx Xxxxxxxx in the billing collection of the Accounts Receivable, which shall include, but not be limited to, providing periodic reports and access to an customer and account information. Buyer shall apply amounts received during the Collection Period from customers in payment of accounts receivable debtor includes indebtedness incurred on or after receivables (including the Closing Date as well as indebtedness prior Accounts Receivable) to the Closing Date, payments received will be applied specific outstanding invoice to which such payment relates. This Section 8.9 shall survive the indebtedness oldest in time except where the debtor otherwise indicates the indebtedness for which payment is being madeClosing.

Uncollected Receivables. After 4.4.1. If, prior to the Closing, Buyer will use its reasonable efforts, in accordance with Buyer's past business practices, to collect all accounts one-hundred 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 fiftieth (less the applicable reserves in respect thereof shown on the Balance Sheet150th) are not collected in full within ninety days day after the Closing Date, Purchaser has not collected an amount equal to the uncollected amounts will be deducted from the $50,000 aggregate net amount of additional obligations of Seller Buyer has agreed to assume under Section 3.3. If less than Receivables included in Closing Date Net Working Capital (such amount remains of the $50,000net Receivables, the difference, if so elected by Buyer in accordance with Section 3.3(c“Closing Receivables”), will cause a portion of then Purchaser shall have the Shares right to be returned assign 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 in all or a portion of Buyer with 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 to any uncollected accounts or notes receivable so purchased by Seller, of the Closing Receivables and Buyer shall promptly remit to Seller any payments with respect to such receivables thereafter received by Buyer. When minus (iii) the billing to an accounts receivable debtor includes indebtedness incurred on or after net book value as reflected in the Closing Date as well as indebtedness 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. 4.4.2. If, after the Closing Date, payments received will be applied Seller shall receive any remittance from any account debtors with respect to the indebtedness oldest in time except where Closing Receivables (excluding the debtor otherwise indicates Assigned Receivables), Seller shall forward such remittance to Purchaser; and if Purchaser shall receive any remittance from any account debtors with respect to the indebtedness for which payment is being madeAssigned Receivables or any Receivables not purchased at Closing, Purchaser shall send the remittance to Seller.

Uncollected Receivables. After 4.4.1. If, prior to the Closingone hundred eightieth (180th) day after the Closing Date, Buyer will use its reasonable effortsPurchaser has not collected an amount equal to the aggregate net amount of Receivables included in Closing Date Net Working Capital (the “Closing Accounts Receivable”), in accordance with Buyer's past business practicesthen Purchaser shall have the right to assign to Seller all or a portion of such uncollected Closing Accounts Receivable (the “Assigned Receivables”). Notwithstanding anything to the contrary herein, Closing Accounts Receivable shall not include any Lease Receivables that were not invoiced to collect all accounts and notes receivable of the Purchased Business outstanding Lessee as of the Closing Date. Buyer's reasonable efforts need not include litigation or In consideration for such assignment Seller shall, as soon as practicable, pay to Purchaser an amount equal to (i) the use face value of the Closing Accounts Receivable minus (ii) any amount actually collected in cash by Purchaser in respect of the Closing Accounts Receivable and minus (iii) the net book value 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) uncollected Closing Accounts Receivable that are not Assigned Receivables. Receivables collected by Purchaser shall be applied to the invoice indicated in full within ninety days 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 Accounts Receivable without the prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. 4.4.1.1. If, after the Closing Date, the uncollected amounts will be deducted Seller shall receive any remittance 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 any account debtors with respect to the Closing Accounts Receivable (excluding the Assigned Receivables), Seller shall forward such remittance to Purchaser; and if Purchaser shall receive any uncollected accounts or notes receivable so purchased by Seller, and Buyer shall promptly remit to Seller remittance from any payments account debtors with respect to such receivables thereafter received by Buyer. When the billing Assigned Receivables or any Receivables not purchased at Closing, Purchaser shall send the remittance 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 madeSeller.

Uncollected Receivables. After In the Closing, Buyer will use its reasonable efforts, in accordance with Buyer's past business practices, to collect all event that any of the 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 Company existing 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 is not collected after normal collection and within the normal payment terms granted by the Company to its clients, and at the latest within 120 (one hundred twenty) days following its corresponding due date, net of reserves created for such effects and evidenced in the Company's financial statements (the "UNCOLLECTED RECEIVABLES"), any such Uncollected Receivable shall be assigned on a monthly basis by the Company to the Closing DateSellers, payments received will be applied within 30 (thirty) days of the respective request of the Company, without recourse to the indebtedness oldest Company and Sellers shall reimburse the Company at the time of such assignment for the full face amount of any such Uncollected Receivable so assigned. Sellers hereby agree to designate, and the Purchaser accepts and shall cause the Company to accept, Sellers as assignees of such accounts receivable. Therefore Sellers shall be liable for the payment of such account receivables to the Company. The Purchaser agrees to cause the Company to execute, and the Sellers agree to execute such documents reasonably necessary to assign the Uncollected Receivables pursuant to this Clause Third. The Purchaser agrees to use all reasonable efforts to collect the receivables of the Company; provided, however, that neither the Purchaser nor the Company shall be obligated to commence any legal proceedings in time order to collect any Uncollected Receivable, except where for such proceedings which are required by law to preserve any creditors right when applicable. The foregoing notwithstanding, the debtor Sellers shall not be liable to make any reimbursement or otherwise indicates under this Clause Third whenever lack of collection results from gross negligent acts or omissions, or willful default of the indebtedness for which payment is being madePurchaser, the Company or their respective employees or representatives.

Uncollected Receivables. After Following the Closing, Buyer will Purchaser shall use commercially reasonable efforts (which shall not require greater efforts than Purchaser uses to collect its reasonable efforts, in accordance with Buyer's past business practices, own receivables from its customers) to collect all accounts and notes receivable of Purchased Receivables from the applicable third parties. However, in the event any such Purchased Business outstanding as of the Closing Date. Buyer's reasonable efforts need not include litigation or the use of Receivables become Uncollected Receivables, Purchaser shall assign any third parties unless Seller so directs Buyer such Uncollected Receivables 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 Any amounts thereafter collected in full within ninety days after the Closing Date, the uncollected amounts will be deducted from the $50,000 of additional obligations of by 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 the Uncollected Receivables shall be retained by Seller and, notwithstanding the provisions of Section 5.3, Seller shall have no obligation to forward such payments to Purchaser. Purchaser shall transfer by wire to bank accounts designated in writing by Seller any uncollected accounts and all cash, checks, wire transfers and other forms of monetary receipts that may be received by Purchaser representing payments on any Uncollected Receivable received by Purchaser or notes receivable so purchased by Sellercredited to Purchaser pursuant to any Assumed Contract, or that relate to a Purchased Asset ("Purchaser Receipts") within three (3) Business Days following receipt thereof along with associated details, including the name of the customer or other payor, the document number(s) (if any) associated with the Purchaser Receipt and Buyer shall promptly remit the amount of the Purchaser Receipt. Purchaser will transmit to Seller any payments with respect such information via e-mail in Microsoft Excel files. Purchaser agrees to such receivables thereafter received by Buyer. When segregate all Purchaser Receipts and to hold the billing to an accounts receivable debtor includes indebtedness incurred on or after same in trust for the Closing Date benefit of Seller until they are transferred 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 madeprovided herein.