MAY BE DEEMED BY THE SELLER OR THE PURCHASER,
UPON WRITTEN NOTICE THEREOF, TO THE OTHER PARTY TO BE A DISPUTED RECEIVABLE.
(B)
EACH OF THE PURCHASER AND THE SELLER SHALL
GIVE PROMPT WRITTEN NOTICE TO THE OTHER THAT IT HAS RECEIVED NOTICE OF A
DISPUTED RECEIVABLE.
THE SELLER SHALL NOT INITIATE, OR THREATEN TO INITIATE,
ANY LEGAL PROCEEDINGS AGAINST A CUSTOMER WHO IS THE OBLIGOR OF A DISPUTED
RECEIVABLE TO COLLECT SUCH DISPUTED RECEIVABLE UNTIL AT LEAST 15 BUSINESS DAYS
FOLLOWING THE DATE OF THE NOTICE OF THE DISPUTED RECEIVABLE.
IF, AT THE END OF
SUCH 15 BUSINESS DAY PERIOD, SUCH DISPUTED RECEIVABLE HAS NOT BEEN PAID TO THE
SELLER (EITHER BY THE CUSTOMER OR BY THE PURCHASER ON BEHALF OF SUCH CUSTOMER),
THE SELLER MAY TAKE ANY AND ALL LEGAL ACTIONS IT BELIEVES ARE DESIRABLE TO CAUSE
SUCH DISPUTED RECEIVABLE TO BE PAID TO IT.
25
(C)
PRIOR TO 6 P.M. EST ON EACH BUSINESS DAY
DURING THE COLLECTION PERIOD (AS HEREINAFTER DEFINED), THE PURCHASER AND THE
SELLER SHALL INFORM EACH OTHER BY EMAIL OF THE AMOUNT OF PAYMENTS THAT IT HAS
RECEIVED FROM EACH CUSTOMER ON SUCH BUSINESS DAY; PROVIDED, HOWEVER THAT NO
INFORMATION NEED BE GIVEN WITH RESPECT TO ANY CUSTOMER ONCE THE SELLER HAS
RECEIVED FROM SUCH CUSTOMER THE FULL AMOUNT OF SUCH CUSTOMER'S PER CUSTOMER
AMOUNT.
ALL AMOUNTS PAID BY A CUSTOMER, WHETHER PAID TO THE SELLER DIRECTLY OR
REMITTED TO THE PURCHASER AND THEN PAID TO THE SELLER SHALL BE CREDITED AGAINST
SUCH CUSTOMER'S PER CUSTOMER AMOUNT.
IN THE EVENT THAT, DURING THE 120 DAY
PERIOD FOLLOWING THE CLOSING, A CUSTOMER GIVES NOTICE THAT A RECEIVABLE SET
FORTH ON THE RECEIVABLES LISTING IS A DISPUTED RECEIVABLE AND, HAD SUCH NOTICE
BEEN GIVEN AT AN EARLIER DATE, THE PURCHASER WOULD NOT HAVE BEEN OBLIGATED TO
PAY TO THE SELLER AN AMOUNT PURSUANT TO THIS SECTION 2.09 THAT THE PURCHASER HAS
PAID OVER TO THE SELLER, THEN THE SELLER SHALL PAY BACK TO THE PURCHASER THE
FULL AMOUNT DISPUTED BY SUCH CUSTOMER WITHIN THREE BUSINESS DAYS BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
FOR 120 DAYS AFTER THE CLOSING, THE
PURCHASER SHALL DIRECT AND INSTRUCT ITS RELEVANT EMPLOYEES TO REASONABLY
COOPERATE WITH THE SELLER IN PROMPTLY COLLECTING ALL RECEIVABLES AND IN
RESOLVING DISPUTED RECEIVABLES, IN EACH CASE, IN A MANNER CONSISTENT WITH THE
PAST PRACTICES OF THE BUSINESS.
(D)
FROM AND AFTER THE CLOSING UNTIL THE EARLIER
OF (X) THE 90TH BUSINESS DAY FOLLOWING THE CLOSING AND (Y) THE DATE ON WHICH THE
SELLER HAS RECEIVED FULL PAYMENT OF ALL RECEIVABLES REFLECTED ON THE RECEIVABLES
LISTING, NET OF THE AGGREGATE RECEIVABLES RESERVE AND ANY DISPUTED RECEIVABLES
(SUCH PERIOD, THE "COLLECTION PERIOD"), THE PURCHASER SHALL NOT, AND IT SHALL
CAUSE ITS AFFILIATES AND REPRESENTATIVES NOT TO, TAKE ANY ACTION THAT WOULD
REASONABLY BE EXPECTED TO INTERFERE WITH THE SELLER'S ABILITY TO PROMPTLY
COLLECT ANY RECEIVABLE REFLECTED ON THE RECEIVABLES LISTING, INCLUDING, WITHOUT
LIMITATION, BY SUGGESTING OR TELLING ANY CUSTOMER THAT FOR ANY REASON IT SHOULD