Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.
Accounts Receivable; Inventories. The accounts receivable of the Corporation reflected in the Financial Statements and such additional accounts receivable as are reflected on the books of the Corporation on the date hereof are good and to the knowledge of the Corporation collectible except to the extent reserved against thereon (which reserves have been determined based upon actual prior experience and are consistent with prior practices). All such accounts receivable (except to the extent so reserved against) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and are not subject to defenses, set-offs or counterclaims. The inventories reflected on the Financial Statements (net of reserves) and held by the Corporation on the date hereof do not include any material amount of items which are not usable or saleable in the ordinary course of business of the Corporation or are obsolete or discounted items. Such inventories have been reflected on such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof). All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories have been purchased by the Corporation consistent with historical seasonal requirements, and the volumes of purchases thereof and orders therefor have not been materially reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement.
Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Company and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to Closing Date. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) all such Accounts Receivable arose in the Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company have not invoiced or otherwise charged any of its respective customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Company. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION
Accounts Receivable; Inventories. (a) Except as set forth in the Stel Balance Sheet, (i) each account receivable of Stel and its Subsidiaries (the "Accounts Receivable") represents a sale made in the ordinary course of business and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Stel and its Subsidiaries have performed all of their obligations to produce the goods or perform the services to which such Accounts Receivable relate, other than amounts recorded as deferred revenue, and (ii) no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustment by the obligor thereof.
Accounts Receivable; Inventories. 15 2.26 Brokerage..........................................................16 2.27 Customers..........................................................16 2.28 Permits............................................................16 2.29
Accounts Receivable; Inventories. The accounts and notes receivable which are reflected on the Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the respective amount of the allowances for doubtful accounts and notes receivable, if any, reflected thereon, and are not subject to offsets other than in the ordinary course of business. The accounts and notes receivable of Inventory which were added after May 31, 1997, are good and collectible in the ordinary course of business, less the amount of the allowance(s) for doubtful accounts and notes receivable, if any, reflected thereon (which allowances were established on a basis consistent with prior practice), and are not subject to offsets other than in the ordinary course of business. The inventories reflected on the Balance Sheet and thereafter added consist of items of a quality and quantity usable or saleable in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of Inventory. All inventories are stated at the lower of cost or market in accordance with generally accepted accounting principles.
Accounts Receivable; Inventories. (a) All accounts receivable of each Division have arisen from bona fide transactions in the ordinary course of the Business. All accounts receivable reflected in the Balance Sheet are good and represent amounts validly due for goods and or services rendered at the aggregate recorded amounts thereof, net of any applicable allowance for doubtful accounts reflected in the Balance Sheet.
Accounts Receivable; Inventories. (a) All accounts receivable of the Company have arisen from bona fide transactions by the Company in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.17, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the accounts receivable reflected on the Balance Sheet, taken as a whole, are good and collectible in the ordinary course of business at the aggregate amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance Sheet.
Accounts Receivable; Inventories. 15 2.12. Absence of Changes........................................... 16 2.13. Litigation................................................... 16 2.14. No Violation of Law.......................................... 17 2.15. Intangibles/Inventions....................................... 17 2.16.
Accounts Receivable; Inventories. (a) Except as set forth on the Sellers' Disclosure Schedules, the accounts receivable of the Business, including the accounts receivable reflected on the Balance Sheet and accounts receivable acquired by the Business between the date of the Estimated Closing Balance Sheet and the Closing Date, are valid and existing and represent bona fide claims against debtors for sales and other charges, and were acquired in the ordinary course of business and have been collected, or are expected to be collected in the ordinary course of business within a period not exceeding 90 days from invoice date, in full and in accordance with their terms at their recorded amounts, subject only to the reserve for receivables as reflected on the face of the Balance Sheet, and (subject to the aforesaid reserves) are subject to no refunds, discounts (except for normal cash and manufacturer's rebates accrued as to the closing date) or other adjustments and, to the best knowledge of the Sellers, to no defenses, rights of setoff, counterclaims, encumbrances or conditions affecting any thereof. The accounts receivable have been accrued on the books of the Business in the ordinary course of business consistent with past practices in accordance with GAAP, and the amount reserved for doubtful accounts and allowances disclosed in the Balance Sheet or accrued on such books is consistent with past practices.
