definiens: means all accounts receivable that, to the Company ’s knowledge, will becollectible by the Company, whether or not recorded or recordable on a balance sheet prepared inaccordance with GAAP ( excluding any accounts receivable attributable to future services orproducts that have not been delivered ) ; provided, however, that in the event and to the extent thatany Account Receivable ( or portion thereof ) that is included in the calculation of the AdjustmentNumber is either ( i ) uncollected ( after reasonable efforts have been made to collect such AccountReceivable ), or ( ii ) reasonably determined to be uncollectible, in either case at or prior to theexpiration of the Escrow Period, such Account Receivable ( or portion thereof, as applicable ) shallbe deemed to be a Loss for purposes of Article VIII ( except such Loss shall be recoverable from thefirst dollar and shall not be required to exceed the Basket Amount nor shall it be included incalculating whether the Basket Amount has otherwise been exceeded ) and shall be subject to all theterms and conditions of Article VIII hereof