DURING THE
SIXTY (60) DAY PERIOD FOLLOWING THE CLOSING, SELLER MAY CONTACT CUSTOMERS TO
SEEK PAYMENT OF SUCH RECENT RECEIVABLES IN THE ORDINARY COURSE, BUT MAY NOT TAKE
OR THREATEN TO TAKE LEGAL ACTION AGAINST SUCH CUSTOMERS, OR TERMINATE OR
THREATEN TO TERMINATE SUCH CUSTOMERS' HM5000 AIRTIME SERVICES OR CELLEMETRY
SERVICES, AS THE CASE MAY BE.
AFTER THE FIRST SIXTY (60) DAYS FOLLOWING THE
CLOSING, IN THE EVENT THAT (A) A RECENT RECEIVABLE IS MORE THAN 90 DAYS' PAST
DUE AND (B) SELLER HAS MADE AT LEAST ONE POST-CLOSING REQUEST FOR PAYMENT OF
SUCH RECENT RECEIVABLE FROM SUCH CUSTOMER AND CUSTOMER EITHER HAS NOT RESPONDED
TO SUCH REQUEST OR HAS NOT PROVIDED ANY VALID REASON TO SELLER FOR NON-PAYMENT
IN RESPONSE TO SUCH REQUEST, SELLER SHALL BE ENTITLED TO REQUEST IN WRITING
CONSENT FROM BUYER FOR SELLER TO TERMINATE SUCH CUSTOMER'S HM5000 AIRTIME
SERVICES OR REQUEST THAT BUYER TERMINATE SUCH CUSTOMER'S CELLEMETRY SERVICES, AS
THE CASE MAY BE.
BUYER SHALL HAVE THIRTY (30) DAYS FROM THE TIME OF SUCH
REQUEST TO ATTEMPT TO RESOLVE THE SITUATION WITH THE CUSTOMER.
IF, BY THE END
OF SUCH THIRTY-DAY PERIOD, BUYER HAS NOT (I) OBTAINED PAYMENT OF ANY
11
PRE-CLOSING RECEIVABLE FROM SUCH CUSTOMER OR CAUSED SUCH CUSTOMER TO MAKE
PAYMENT OF ANY PRE-CLOSING RECEIVABLE TO SELLER, (II) ENTERED INTO A PAYMENT
PLAN WITH SUCH CUSTOMER WITH RESPECT TO THE RECENT RECEIVABLE THAT HAS BEEN
APPROVED BY SELLER OR (III) DISCOVERED A VALID REASON THAT SUCH CUSTOMER HAS NOT
PAID THE RECENT RECEIVABLE, BUYER SHALL TERMINATE, OR SHALL AUTHORIZE SELLER TO
TERMINATE, AS APPLICABLE, SUCH CUSTOMER'S SERVICES IF REQUESTED BY SELLER IN
WRITING AND, IN ADDITION TO THE FOREGOING RIGHT TO TERMINATE SERVICE, SELLER
SHALL THEN BE FREE TO PURSUE LEGAL RECOURSE AGAINST SUCH CUSTOMER WITH RESPECT
TO SUCH RECENT RECEIVABLE.
4.2
ACCOUNTS RECEIVABLE: SPECIFIC.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWING SPECIFIC RECEIVABLES,
SHALL BE ALLOCATED AS "PRE-CLOSING RECEIVABLES" OR "POST-CLOSING RECEIVABLES" AS
FOLLOWS:
(A)
PURCHASE ORDERS.
PURSUANT TO THE PURCHASE AGREEMENT, ALL OUTSTANDING
PURCHASE ORDERS FOR THE PRODUCTS IN THE PRODUCT LINES AND ALL OUTSTANDING
PURCHASE ORDERS UNDER THE HM5000 CONTRACTS HAVE BEEN ASSIGNED TO BUYER.
THE
UNIT PURCHASE PRICE AND SHIPPING AND HANDLING CHARGES OF SUCH PRODUCTS SHALL BE
ALLOCATED AS FOLLOWS: IF THE PRODUCT HAS BEEN SHIPPED ON OR PRIOR TO CLOSING, TO
SELLER; IF THE PRODUCT HAS NOT SLIPPED ON OR PRIOR TO CLOSING, TO BUYER.
(B)
SECURITY DEPOSITS.
SELLER SHALL REMIT ANY, SECURITY DEPOSITS RECEIVED FROM
CUSTOMERS WITH RESPECT TO THE BUSINESS (INCLUDING THE HM5000 CUSTOMERS) TO
BUYER.
SELLER SHALL ASSIGN ANY SECURITY INTERESTS GRANTED TO SELLER BY
CUSTOMERS WITH RESPECT TO THE BUSINESS (INCLUDING THE HM5000 CUSTOMERS) TO
BUYER.
(C)
MONTHLY SERVICE CHARGE.
EACH OF THE TRACKWARE PRODUCT LINE AND THE 20/20V
PRODUCT LINE CONTRACTS CHARGE A MONTHLY FIXED SERVICE CHARGE PER UNIT BILLED IN
ADVANCE AND THE HM5000 CONTRACTS CHARGE A MONTHLY FIXED SERVICE CHARGE PER UNIT
BILLED IN ARREARS.
IN THE CASE OF THE TRACKWARE PRODUCT LINE AND 20/20V PRODUCT
LINE,