Common use of Uncollectible Accounts Receivable Clause in Contracts

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, Seller) shall cause Grande and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, --------------------------------- Seller) shall cause Grande the Subsidiaries and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, ---------------------------------- Seller) shall cause Grande Reserves LLC and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, Seller) shall cause Grande and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. (a) Buyer will make commercially reasonable efforts, excluding the expenditure of any monies, to collect the full amount of (and, prior i) the Accounts Receivable within the first one hundred eighty (180) days following the creation of the Accounts Receivable. All amounts received by Buyer with respect to the --------------------------------- Closing, Seller) Accounts Receivable from a particular customer shall cause Grande and be credited against the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices applicable open invoice of such customer. If any of the Business, all accounts receivable Accounts Receivable are not paid in full by the end of the Business such one hundred eighty (180) days (the "Payment Date"), within fourteen (14) days of the Payment Date Buyer shall assign and otherwise transfer such Accounts Receivable to the Seller, and at Buyer's option (i) Seller shall pay to Buyer cash in an amount (the "Net Uncollectible Receivables Amount") equal to the total uncollected amount of such Accounts Receivable"), or (ii) Buyer shall deduct the Net Uncollectible Receivables Amount from any amounts which may become due and owing to Seller by Buyer under this Agreement as set forth in Section 17.1 hereof. If Buyer fails to assign or otherwise transfer such Accounts Receivable to Seller within such fourteen (14) day period, Buyer shall be deemed to have been retained such Accounts Receivable and Seller shall have no further obligation or liability (either directly or pursuant to its indemnification obligations hereunder) in respect of such Accounts Receivable. If any amounts under the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal are paid to the outstanding unpaid Buyer after Buyer has already received a payment from Seller (or deducted amounts thereof at the Closingotherwise due and owing Seller) pursuant to this Section 13.4 with respect to such Accounts Receivable, Buyer may require shall thereafter remit to Seller the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at paid to Buyer within fourteen (14) days of receipt thereof or, if applicable, reduce the amount of any amounts which are due and owing to Seller by Buyer under this Agreement as set forth in Section 17.1 hereof. In order to facilitate the obligations of the parties pursuant to this Section 13.4, after the Initial Closing less net collections thereon from until such time as the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only have been paid in full, retained by Buyer pursuant to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheetsthis Section 13.4 or assigned to Seller pursuant to this Section 13.4, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to Seller an aging report as to the Seller any documents Accounts Receivable that are not yet one hundred eighty (180) days from the date of their creation, such report to be delivered within three (3) Business Days after the end of each calendar month or information reasonably requested by the Seller in connection with the within three (3) Business Days after Seller's collection of any Accounts Receivable repurchased from Buyerreasonable request.

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, Seller) shall cause Grande Southeast and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, Seller) shall cause Grande the Subsidiaries and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. Buyer If, within ninety (and90) days after the Closing Date, Purchaser is unable to collect any of the Receivables or the AFI Industries, Inc. vendor receivable sold to Purchaser hereunder, Purchaser shall so notify Seller (the "AR Notice") and reconvey and assign to Seller such uncollectible Receivables, and Seller and Parent shall be jointly and severally liable to reimburse Purchaser therefor at the value of such uncollectible Receivables shown on Seller's books and records used for the purpose of determining Closing Tangible Net Worth, net of (a) any reserve for doubtful accounts on the Closing Balance Sheet (including any reserve specifically identifiable to Labconco Corporation) and (b) any payments received by Purchaser during such 90-day period with respect to accounts receivable previously written off by Seller prior to the --------------------------------- ClosingClosing Date (the "Receivables Deficiency"). Such reimbursement obligation shall be satisfied first from any remaining balance of the escrow deposit pursuant to Section 2.1. No later than five (5) days after delivery of the AR Notice, Seller) Seller and Purchaser shall cause Grande a joint written instruction to be delivered pursuant to the terms of the Escrow Agreement instructing the Escrow Agent to pay to Purchaser the Receivables Deficiency. To the extent that the then remaining balance of the escrow deposit is insufficient to pay the Receivables Deficiency, Seller and Parent shall be jointly and severally liable to pay such amount to Purchaser within five (5) business days after receipt of the Partnership to AR Notice under this Section 2.6. In determining which Receivables shall be uncollectible, Purchaser shall credit any payments received from a particular customer against the oldest Receivable outstanding from such customer, and Purchaser shall exclude any Receivables the value of which was excluded from the determination of the Closing Tangible Net Worth. In addition, Purchaser shall use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing Receivables during such 90-day period and shall not have been fully collected within 120 days following the Closing Date in an amount equal take or omit to take any actions with respect to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller obligors thereunder that would permit such obligors to purchase pay any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount portion of their respective Receivables after expiration of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 12090-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.

Uncollectible Accounts Receivable. Buyer (and, prior to the --------------------------------- Closing, ---------------------------------- Seller) shall cause Grande Southeast and the Partnership to use commercially reasonable efforts to collect in full, consistent with the past practices of the Business, all accounts receivable of the Business (the "Accounts Receivable"). If the Accounts Receivable outstanding at the Closing shall not have been fully collected within 120 days following the Closing Date in an amount equal to the outstanding unpaid amounts thereof at the Closing, Buyer may require the Seller to purchase any Accounts Receivable that have not been so fully collected at a purchase price equal to the original outstanding amount of such Accounts Receivable at the Closing less net collections thereon from the Closing Date to the repurchase date; provided, however, that the Seller shall be required to repurchase such unpaid Accounts Receivable only to the extent that the aggregate amount of such unpaid Accounts Receivable exceeds the allowance for doubtful accounts deducted from accounts receivable set forth on the Balance Sheets, and if such an excess exists, the Seller shall only be required to pay an amount for such unpaid Accounts Receivable equal to such excess; provided, further, during such 120-day period, that Buyer may not settle or compromise any Accounts Receivable without the prior written consent of Seller. As a condition to any such repurchase, Buyer shall reconvey to the Seller the unpaid Accounts Receivable to be repurchased and shall provide Seller with sufficient detail regarding such Accounts Receivable. Buyer shall not transfer or convey such Accounts Receivable to any other Person. Payment for the repurchase of any Accounts Receivable shall be made within ten (10) days following the transfer thereof to Seller. Buyer shall provide to the Seller any documents or information reasonably requested by the Seller in connection with the Seller's collection of any Accounts Receivable repurchased from Buyer.