TAXING
AUTHORITY THAT ANY BUYER INDEMNIFIED PARTY IS LIABLE FOR PAYMENT OF OR WAS
REQUIRED TO REMIT ANY HM5000 TAXES, BUT IN NO EVENT SHALL SUCH INDEMNIFICATION
EXCEED FIFTEEN MILLION DOLLARS ($15,000,000).
SELLER SHALL PROVIDE SUCH BUYER
INDEMNIFIED PARTY WITH SUCH ASSISTANCE AS MAY BE REASONABLY REQUESTED IN
CONNECTION THE WITH ANY CLAIM FOR WHICH SELLER MAY HAVE INDEMNIFICATION
RESPONSIBILITY PURSUANT TO THE PRECEDING SENTENCE.
IN ITS PERFORMANCE OF THE
HM5000 BILLING SERVICES, SELLER SHALL ACCOMMODATE BUYER'S REQUESTS REGARDING THE
INVOICING AND REMITTANCE OF TAXES TO THE EXTENT THAT BUYER HAS BEEN ADVISED BY
ITS OUTSIDE LEGAL COUNSEL OR ITS OUTSIDE ACCOUNTANTS THAT BUYER IS LEGALLY
OBLIGATED TO COLLECT FROM CUSTOMERS AND REMIT TO ANY TAXING AUTHORITY ANY SUCH
TAX.
(H)
TAXES WITH RESPECT TO TRACKWARE AND 20/20V BUSINESS.
BUYER SHALL BE
RESPONSIBLE FOR REMITTING TO THE APPROPRIATE TAXING AUTHORITY ALL TAXES OWED IN
RESPECT OF THE AMOUNTS BILLED TO TRACKWARE PRODUCT LINE AND 20/20V PRODUCT LINE
CUSTOMERS WITH RESPECT TO THE PERIOD AFTER THE CLOSING.
IN ADDITION, BUYER
SHALL HAVE SOLE CONTROL OVER WHAT TAXES ARE INVOICED TO SUCH CUSTOMERS AND, IN
ITS PERFORMANCE OF THE CELLEMETRY BILLING SERVICES, SELLER SHALL FOLLOW BUYER'S
INSTRUCTION IN THE PREPARATION OF THE INVOICE, INCLUDING WITH RESPECT TO
INVOICING OF TAXES.
3.4
BUYER RESPONSIBLE FOR COLLECTION EFFORTS.
ALTHOUGH SELLER WILL SEND OUT ALL INVOICES TO CUSTOMERS PURSUANT TO PERFORMANCE
OF THE BILLING SERVICES, BUYER SHALL CONTROL ALL COLLECTION AND POSTING OF
PAYMENT.
BUYER SHALL SEND SELLER A FILE CONTAINING THE POSTING RECORDS OF ALL
MONEYS RECEIVED IN PAYMENT OF THE INVOICES SENT BY SELLER IN THE PERFORMANCE OF
THE BILLING SERVICES WITHIN ONE BUSINESS DAY AFTER POSTING IN BUYER'S BILLING
SYSTEM.
SUCH FILE SHALL BE IN A FORMAT REASONABLY SPECIFIED BY SELLER, WHICH
FORMAT MAY BE CHANGED BY SELLER FROM TIME TO TIME UPON REASONABLE ADVANCE NOTICE
TO BUYER.
ALL POST OFFICE BOXES LISTED AS THE ADDRESS FOR PAYMENT IN THE
CUSTOMER CONTRACTS OF THE BUSINESS ACQUIRED BY BUYER PURSUANT TO THE PURCHASE
AGREEMENT (INCLUDING THE HM5000 CONTRACTS) ("ACQUIRED POST OFFICE BOXES") ARE AN
ACQUIRED ASSET AND SELLER SHALL TAKE ALL ACTION NECESSARY TO TRANSFER OWNERSHIP
OF SUCH POST OFFICE BOXES AND KEYS TO BUYER PROMPTLY AFTER CLOSING.
3.5
CUSTOMER BILLING INQUIRIES.
BECAUSE
SELLER'S PERFORMANCE OF THE BILLING SERVICES FOR BUYER WILL RESULT IN SELLER
EMPLOYEES WHO HAVE THE KNOWLEDGE AND ACCESS TO INFORMATION TO ANSWER THE BILLING
INQUIRES OF BUYER'S CUSTOMERS, SELLER SHALL INSURE THAT PERSONNEL FAMILIAR WITH
THE BILLING SERVICES AND QUALIFIED TO ANSWER SUCH INQUIRIES WILL BE AVAILABLE TO
BUYER'S CUSTOMER CARE REPRESENTATIVES TO ANSWER SUCH INQUIRES DURING REGULAR
BUSINESS HOURS.
4.
ACCOUNTS RECEIVABLE AND PAYABLE.
4.1
ACCOUNTS RECEIVABLE: GENERAL.
(A)
PURSUANT TO THE PURCHASE AGREEMENT, IT IS GENERALLY UNDERSTOOD THAT ALL
RECEIVABLES (I) OF THE BUSINESS FOR ACTIVITIES ON AND BEFORE THE CLOSING AND
(II) IN RESPECT OF THE PROVISION OF HM5000 AIRTIME SERVICES ON AND BEFORE THE
CLOSING ("PRE-CLOSING RECEIVABLES") ARE THE PROPERTY OF SELLER, AND THAT ALL
RECEIVABLES (X) OF THE BUSINESS FOR ACTIVITIES AFTER THE CLOSING,