Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(ff) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and, other than as set forth in Schedule 2.23 of the Company Disclosure Letter, have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and its Subsidiaries’ past practices. The accounts receivable of the Acquired Companies that are reflected on Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the Interim Balance Sheet ordinary course of business, consistent with past practices, represented or on shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the accounting records book amounts thereof, less allowances for doubtful accounts determined in accordance with GAAP consistently applied and the Company’s and the Subsidiaries’ past practices. None of the Acquired Companies accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Except for Permitted Encumbrances or as disclosed in Schedule 2.23 of the Company Disclosure Letter, no Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.23 of the Company Disclosure Letter sets forth (a) an aging of the Company’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, (b) the amounts of allowances for doubtful accounts, and (c) the amounts of warranty reserves as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent Date. Warranty return provisions have been prepared in accordance with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableGAAP consistently applied.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies MMP that are reflected on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (collectively, the "MMP Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the MMP Accounts Receivable are or will be as of the Closing Date current and collectible collectable net of the respective reserves reserve shown on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the MMP Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet MMP Financial Statements represented of the MMP Accounts Receivable reflected therein and will not represent a material adverse change MMP Material Adverse Effect in the composition of such MMP Accounts Receivable in terms of aging). Subject to such reserves, each of the MMP Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an MMP Accounts Receivable relating to the amount or validity of such MMP Accounts Receivable. Part 3.8 of MMP shall deliver on the Disclosure Letter contains Closing Date a complete and accurate list of all MMP Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.

Accounts Receivable. All accounts To Seller’s Knowledge, all Accounts receivable of the Acquired Companies that are reflected on the Pre-Signing Balance Sheet, the Estimated Closing Balance Sheet or the Interim Audited Closing Balance Sheet or on the accounting records of the Acquired Companies Seller and the Division as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing DateDate and to Seller’s Knowledge, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Pre-Signing Balance Sheet or on the accounting records of Estimated Closing Balance Sheet or on the Acquired Companies as of the Audited Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, and in the case of reserves shown on the reserve as of the Audited Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Final Closing Date Balance Sheet than the reserve reflected in on the Interim Pre-Signing Balance Sheet represented representative of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in Material Adverse Effect with respect to the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There To Seller’s Knowledge, there is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 Section 3(t) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Pre-Signing Balance Sheet and will set forth a complete and accurate list of all Accounts Receivable as of the date of the Estimated Closing Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(hh) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Balance Sheet or the Interim Balance Sheet or arising since the date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within 90 days after billing at the full recorded amount thereof less, in the case of accounts receivable appearing on the Interim Balance Sheet, the recorded allowance for collection losses on the Interim Balance Sheet or, in the case of Accounts Receivable arising since the Interim Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessCompany and its Subsidiaries. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown The allowance for collection losses on the Balance Sheet or the Interim Balance Sheet or and, with respect to Accounts Receivable arising since the Interim Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Acquired Companies Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of the Closing Date are believed by the Company to be collectible within 90 days after billing at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are reserve shall be adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will shall not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable accounts receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingtherein). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable - - Accounts Receivable Availability before Sublimit(s) Net Available Accounts Receivable after Sublimit(s) Summary & Other Assets Reserves Total Reserves Calculated before the Credit Line - Total Collateral Availability - - Suppressed Availability - - Availability before Reserves Total Credit Line 350,000,000.00 Last 90 day Collections - - Reserves Total Reserves Calculated after the Credit Line - - Total Availability after Reserves before Loan Balance and LCs - - Letter of Credit Balance As of: Loan Ledger Balance As of: Net Availability - - Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the Acquired Companies Borrowers that are reflected on (i) the Balance Sheet representations and warranties of each Borrower or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed its Subsidiaries contained in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are Credit Agreement or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected be applicable to any representations or warranties that already are qualified or modified by materiality in the Interim Balance Sheet represented of the Accounts Receivable reflected therein text thereof) on and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date hereof and the date of any requested extension of credit as though made on and as of such date (except to the extent that such representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iii) all of the Interim Balance Sheetforegoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. Authorized Signer EXHIBIT C FORM OF COMPLIANCE CERTIFICATE on Parent’s letterhead To: Xxxxx Fargo Bank, which list sets forth National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of [June ___], 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the aging “Credit Agreement”) by and among DEX MEDIA, INC., a Delaware corporation, YP LLC, a Delaware limited liability company, XXXXXXXXXXX.XXX LLC, a Delaware limited liability company, YP ADVERTISING & PUBLISHING LLC, a Delaware limited liability company, PRINT MEDIA LLC, a Delaware limited liability company (each individually referred to as a “Borrower”, and individually and collectively, jointly and severally, referred to as the “Borrowers”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Parent”), CERBERUS YP DIGITAL BLOCKER LLC, a Delaware limited liability company, CERBERUS YP BLOCKER LLC, a Delaware limited liability company, YP HOLDINGS LLC, a Delaware limited liability company, PRINT MEDIA HOLDINGS LLC, a Delaware limited liability company, YP INTERMEDIATE HOLDINGS CORP., a Delaware corporation, YP WESTERN HOLDINGS CORP., a Delaware corporation, YP SOUTHEAST HOLDINGS CORP., a Delaware corporation, YP MIDWEST HOLDINGS CORP., a Delaware corporation, YP CONNECTICUT HOLDINGS CORP., a Delaware corporation, PLUSMO HOLDINGS CORP., a Delaware corporation, and INGENIO HOLDINGS CORP., a Delaware corporation, as guarantors, the lenders party thereto as “Lenders” (each of such Accounts Receivable.Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo Bank”), as administrative agent for each Secured Party, Xxxxx Fargo Bank and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as joint lead arrangers, joint book runners, and co-collateral agents, and PNC Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned Financial Officer of Dex Media, Inc., as Administrative Borrower, hereby certifies in such capacity and not in his individual capacity as of the date hereof that:

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent in accordance with past practice GAAP Consistency and, in the case of the reserve as of the Closing Date, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each Seller has no knowledge of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Seller has delivered to Buyer a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the NSL Acquired Companies that are reflected on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (collectively, the "NSL Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the NSL Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the NSL Accounts Receivable as of the Closing Date than the reserve with respect to the NSL Accounts Receivable as reflected in the NSL Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such NSL Accounts Receivable in terms of aging). Subject to such reserves, each of the NSL Accounts Receivable either has been or or, to the Knowledge of NSL and Seller, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an NSL Accounts Receivable relating to the amount or validity of such NSL Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter contains a complete and accurate list of all NSL Accounts Receivable as of the date of the NSL Interim Balance Sheet, which list sets forth the aging of such NSL Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Sorisole that are reflected specified on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (collectively, the "Sorisole Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Sorisole Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Sorisole Accounts Receivable as of the Closing Effective Date than the reserve reflected specified in the Interim Sorisole Balance Sheet represented of the Sorisole Accounts Receivable reflected specified therein and will not represent a material adverse change in the composition of such Sorisole Accounts Receivable in terms of aging). Subject to such reserves, each of the Sorisole Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under pursuant to any Contract with any obligor of an Sorisole Accounts Receivable relating to the amount or validity of such Sorisole Accounts Receivable. Part 3.8 of the Sorisole Disclosure Letter contains specifies a complete and accurate list of all Sorisole Accounts Receivable as of the date of the Sorisole Interim Balance Sheet, which list Sheet sets forth and the aging of such each Sorisole Accounts Receivable.

Accounts Receivable. All The Sellers have made available to Buyer a list of all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers and their Subsidiaries as of the Closing Current Balance Sheet Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the “Current Accounts Receivable are or will be as Statement”), together with an aging schedule indicating a range of the Closing Date current and collectible net days elapsed since invoice. All of the respective reserves shown such accounts receivable listed on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Current Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns Statement arose in the Ordinary Course of Business, under are carried at values determined in accordance with GAAP consistently applied (except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), and are to Sellers’ Knowledge, collectible except to the extent of reserves therefor set forth in the Current Balance Sheet for receivables arising subsequent to the Current Balance Sheet Date as reflected on the books and records of the Sellers and their Subsidiaries (which are prepared in accordance with GAAP, except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), in each case, except as otherwise set forth in Sellers’ Disclosure Letter. No Person other than Buyer and its affiliates has any Contract Lien on any of such accounts receivable and no request or agreement for deduction or discount has been made with respect to any obligor of an the accounts receivable. To the Knowledge of Seller, the accounts receivable set forth in the Current Accounts Receivable relating Statement and other debts arising therefrom are not subject to any counterclaim or set-off and there are no claims or disputes with regard to any such accounts receivable except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of reserves reflected on the date of the Interim Current Balance Sheet. Since the Current Balance Sheet Date, which list sets forth the aging of such Accounts ReceivableSellers have not made any change in their credit policies, nor have they materially deviated therefrom.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid ------------------- obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been is or will be collected in full, collectible without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All Schedule 3.7 is an Accounts Receivable Aging Report which shows (i) the accounts receivable of the Acquired Companies, (ii) the name of each account debtor, (iii) the aging of each account receivable and the nature of the transaction in which it arose if other than an account receivable arising in the ordinary course of business and (iv) a list of the provisions for reserves for doubtful accounts receivable or write-offs of accounts receivable made by the Companies that are reflected since December 31, 1999. Except as set forth on Schedule 3.7 hereto, the accounts receivable of the Companies represent bona fide indebtedness incurred by account debtors and arose in the ordinary course of business. Since the Latest Balance Sheet or Date, except as set forth on Schedule 3.7 hereto, (i) no event has occurred that would, under practices in effect when the Interim Latest Balance Sheet or on Sheets were prepared, require an increase in the accounting records reserves for any accounts receivable and (ii) to the Knowledge of the Acquired Companies as of the Closing Date (collectivelyStockholder, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract off with any obligor of an Accounts Receivable account debtor relating to the amount or validity of such Accounts Receivableany account receivable other than those which do not exceed, in the aggregate, the reserve for uncollectible accounts contained in the Latest Balance Sheets. Part 3.8 The Companies have good and marketable title to their respective accounts receivable reflected on the Latest Balance Sheets and to each of the Disclosure Letter contains a complete accounts receivable that arose after the Latest Balance Sheet Date, free and accurate list clear of all Accounts Receivable as of the date of the Interim Balance SheetLiens, which list sets except for Liens set forth the aging of such Accounts Receivableon Schedule 3.7 hereto.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made Claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any Accounts Receivable previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable in terms is an Affiliate of aging). Subject to such reservesany Acquired Entity or, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount Knowledge of any Contributor, is involved in a bankruptcy or validity of such insolvency proceeding. Except as set forth in Schedule 6.17, no Accounts ReceivableReceivables are subject to prior assignment or Lien. Part 3.8 of Except as reflected on the Disclosure Letter contains a complete Latest Balance Sheet as would be adjusted for operations and accurate list of all Accounts Receivable as of transactions during the period after the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.

Accounts Receivable. All SCHEDULE 3.15 is a true, correct and complete listing and aging of the Company's accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the last day of the last full calendar month preceding the date hereof determined in accordance with GAAP consistently applied and determined in a manner consistent with the presentation in the Financial Statements. All of such accounts receivable have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts have been established by the Company and are set forth on SCHEDULE 3.15 and which reserves have been adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (collectively30) days thereafter, the "Accounts Receivable") represent or Shareholders will represent valid obligations arising from sales actually made or services actually performed deliver to Buyer a true, correct and complete listing and aging of the Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP consistent with the presentation in the Ordinary Course Financial Statements (the "Closing Date Receivables"), to be appended as part of BusinessSCHEDULE 3.15 hereto. Unless paid prior SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Closing Date, the Accounts Receivable Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or will set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15, in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be as reflected on SCHEDULE 3.15 or on the Financial Statements have been or shall be determined in accordance with GAAP consistently applied and are and shall be consistent with the presentation in the Financial Statements, it being understood that in no event shall the reserve with respect to the Closing Date Receivables exceed 1% of the total face amount of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableReceivables.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any Accounts Receivable previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable is an Affiliate of any Acquired Entity or, to the Knowledge of any MCE Party, is involved in terms of aging)a bankruptcy or insolvency proceeding. Subject to such reservesExcept as set forth in Schedule 6.17, each of the no Accounts Receivable either has been are subject to prior assignment or will Lien. Except as reflected on the Latest Balance Sheet as would be collected in full, without any set-off, within ninety days adjusted for operations and transactions during the period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.

Accounts Receivable. All accounts receivable of the Acquired Companies Coil Tubing Technology Holding, Inc. that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc. as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim latest Balance Sheet or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc., as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim latest Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 2.13 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of included in the Closing Date Working Capital (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of in the Accounts Receivable included in the Closing DateWorking Capital, will not represent a greater percentage of the Accounts Receivable as of reflected in the Accounts Receivable included in the Closing Date Working Capital than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Exhibit 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred eighty days after the day on which it first becomes due and payable, except for any Accounts Receivable payable in installments over a longer term pursuant to written Contract which, subject to such reserves, will be paid in full without set-off, in accordance with such written contracts. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90-days after of the day on which it first becomes due and payabledate of invoice (except in the case of foreign accounts receivable, within 120-days of the date of invoice). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetAgreement, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of which are included in the Acquired Companies that are Business Assets reflected on the BP Balance Sheet or arising since the Interim BP Balance Sheet Date represent bona fide amounts owed for products previously delivered or on the accounting records services previously rendered, and none of such accounts receivable represent a billing for products or services not yet delivered or rendered. All of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed accounts receivable which are included in the Ordinary Course of Business. Unless paid prior Business Assets are valid receivables and are current and, to the Closing DateBP Parties’ Knowledge, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case collections experience of the reserve BP Asset Selling Entity or the Purchased Subsidiaries, as applicable), without resort to litigation or extraordinary collection activity, within ninety (90) calendar days of the Closing Date. To the BP Parties’ Knowledge, will not represent a greater percentage none of the Accounts Receivable as BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice from an account debtor stating that any account receivable in excess of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of $50,000 is subject to any defense, setoff or counterclaim by such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, account debtor other than returns in the Ordinary Course ordinary course of Business, under any Contract with any obligor of an Accounts Receivable relating their business and subject to the amount recorded allowance for collection losses shown on the BP Balance Sheet Date. Except to the extent reserved against or validity of such Accounts Receivable. Part 3.8 reflected on the BP Financial Statements, to the Knowledge of the Disclosure Letter contains BP Parties, there is no reason why the accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries would not be collectible in the ordinary course of business consistent with past practice. The allowance for collection losses shown on the BP Balance Sheet has been determined in accordance with GAAP consistent with past practice. Set forth on Schedule 3.11 hereto is a complete and accurate list of all Accounts Receivable accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries with respect to the Business as of the date of the Interim Balance SheetDecember 31, which list sets forth 2010 including the aging of such Accounts Receivablethereof.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Year-end Balance Sheet represented of representing the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts, sales return reserves and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and the Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate. The accounts receivable of the Acquired Companies that are reflected on Company and the Subsidiaries arising after the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and before the Closing Date (collectively, the "Accounts Receivable") represent or as will represent valid obligations arising from sales actually made or services actually performed be reflected in the Ordinary Course Company Closing Financial Certificate arose or shall arise in the ordinary course of Business. Unless paid prior to the Closing Datebusiness, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andpractices, represented or shall represent bona fide claims against debtors for sales and other charges, less allowances for doubtful accounts, sales return reserves and warranty returns determined in accordance with GAAP consistently applied and the case Company’s and the Subsidiaries’ past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the reserve as receivables. None of the Closing Date, will not represent a greater percentage accounts receivable of the Accounts Receivable as Company and the Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Closing Date Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein normal warranty repair and will not represent a material adverse change in the composition replacement. No Person has any lien on any of such Accounts Receivable in terms of aging). Subject to such reservesaccounts receivable, each of the Accounts Receivable either and no agreement for deduction or discount has been or will be collected in full, without made with respect to any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivableaccounts receivable. Part 3.8 Schedule 2.20 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth an aging of the date Company’s and the Subsidiaries’ accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts, sales return reserves and warranty returns. Schedule 2.20 of the Interim Balance Sheet, which list Disclosure Letter sets forth such amounts of accounts receivable of the aging Company and the Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such Accounts Receivableclaims.

Accounts Receivable. (a) All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Latest Year-End Balance Sheet or on the accounting records of October Balance Sheet, or which will be reflected on the Acquired Companies as of the Closing Date Final October Balance Sheet (collectively, the "Accounts Receivable") represent represented or (with respect to the Final October Balance Sheet) will represent valid obligations arising from sales actually made or services actually performed by the Company in the Ordinary Course of Business. Unless paid collected by the Company prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves as shown on the Latest Year-End Balance Sheet or and the Interim October Balance Sheet or and to be shown on the Final October Balance Sheet, and on the accounting records of the Acquired Companies Company as of the Closing Date (which respective dates of said Balance Sheets. Such reserves are are, and with respect to the Final October Balance Sheet will be, adequate and calculated consistent with past practice and, in the case of the reserve as of in the Closing DateFinal October Balance Sheet, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Year-End Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, except as set forth on Part 3.8(a) of the Disclosure Letter each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 180 days after the day date on which it first becomes due and payable. There Except as set forth on Part 3.8(a) to the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.

Accounts Receivable. All To the extent that collections of accounts receivable of the Acquired Companies that are reflected on the Balance Sheet Company outstanding or the Interim Balance Sheet or on the accounting records of the Acquired Companies written off as of the Closing Date (collectively, the "Accounts ReceivableClosing Date Receivables") represent or will represent valid obligations arising from sales actually made or services actually performed exceed the aggregate amount included for accounts receivable due in less than 90 days in the Ordinary Course Final Closing Balance Sheet, less the bad debt reserve on the books of Businessthe Company at June 30, 1998, as such excess collections are made, Buyer shall pay the Selling Shareholders such excess collections as additional purchase price. Unless paid prior to Within fifteen (15) days after the Closing Dateend of each calendar quarter commencing with the calendar quarter ending December 31, 1998, Buyer shall provide the Accounts Receivable are or will be Selling Shareholders with a list of the accounts receivables as of the Closing Date current showing which accounts have been collected and collectible net if collections exceed the amount included for accounts receivable in the Net Current Assets on the Final Closing Date Balance Sheet, Buyer shall promptly pay the Selling Shareholders the excess, in proportion to each Selling Shareholder's ownership of the respective reserves shown Company Stock. Effective June 30, 1999, Buyer shall cause the Company to assign all uncollected Closing Date Receivables to the Selling Shareholders, without recourse, provided that to the extent that the amounts collected against the Closing Date Receivables is less than the amount included in the Final Closing Balance Sheet, less the bad debt reserve on the Balance Sheet books of the Company at June 30, 1998, the Selling Shareholders shall, prior to such transfer, pay Buyer the amount of such difference. Buyer shall cause the Company to provide the Selling Shareholders with such documentation and information as the Selling Shareholders may request to enable the Selling Shareholders to collect the accounts receivable so assigned. On June 30, 1999, Buyer may elect to retain any or all of the Interim Balance Sheet uncollected Closing Date Receivables and not assign them to the Selling Shareholders, provided that in such event Buyer shall promptly pay the Selling Shareholders the face amount of the uncollected Closing Date Receivables they elect to retain and Buyer shall have no further right to recover from the Selling Shareholders under the representation and warranty in Section 5.7 or otherwise for amounts not collected on such retained Closing Date Receivables. For purposes of this Section 2.3.5, if a customer makes payment of a Closing Date Receivable and offsets or deducts from such payment a credit for returns, volume discounts or advertising allowances, to the extent the aggregate of such offsets or deductions do not exceed the aggregate reserves for returns, volume discounts and advertising allowances on the accounting records books of the Acquired Companies as Company at June 30, 1998, the Selling Shareholders shall be entitled to payment based on the amount of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of before such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been offset or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivablededuction.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts Receivable"“ACCOUNTS RECEIVABLE”) represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Year-end Balance Sheet represented of representing the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the Acquired Companies that are reflected on ordinary course with respect to the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Company's business (collectively, the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations arising from sales actually made or services actually performed due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Ordinary Course Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of Business. Unless paid prior the Company) and (B) with respect to Accounts Receivable arising after the Closing Balance Sheet Date, the Accounts Receivable reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be as of on the Closing Date current enforceable in accordance with their terms, and collectible net of the respective reserves shown on the Balance Sheet (iv) are not or the Interim Balance Sheet will not be subject to any deduction, defense, set-off or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate counterclaim, and calculated further subject to normal allowances, deductions and customary discounts consistent with past practice and, in the case practices of the reserve Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Closing DateCompany and Seller, will not represent a greater percentage of there are no disputes between the Company and any account debtor with respect to any Accounts Receivable as and neither the Company nor Seller is aware of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in terms of aging)accordance with their respective terms. Subject to such reservesSince October 28, each of 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable either has been or will be collected in full, without accelerated the collection of any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected set forth on the Interim Balance Sheet or Sheet, and all accounts receivable arising since the Interim Balance Sheet Date, represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said accounts receivable are subject to no defenses, counterclaims or rights of setoff, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the accounting records of the Acquired Companies as of the Closing Date (collectivelyInterim Balance Sheet and, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course case of Businessaccounts receivable arising since the Interim Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable which is not greater than the rate reflected by the reserve for bad debts on the Interim Balance Sheet. Unless paid prior to As of the Closing Date, the Accounts Receivable are set forth on the Pre-Closing Balance Sheet will represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said Accounts Receivable will be as subject to no defenses, counterclaims or rights of setoff, except to the extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of set forth on the Pre-Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable; provided, however, that, if any Account Receivable is collected after such ninety-day period, then Seller shall be deemed to have satisfied this Section 3.8 with respect thereto (and any indemnification for such prior breach shall be reversed by the parties). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies each Seller that are reflected on each Seller's Balance Sheet on the Balance Sheet or the Interim Balance Sheet Date or on the accounting records of the Acquired Companies such Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies such Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). .) Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. After such 120-day period, the Buyers shall re-assign any uncollectible account to such Seller for collection and the Buyers shall have the right to make a claim in accordance with the Indemnification Agreement and the Escrow Agreement; however, such Seller shall not have a right to dispute such claim for the balance of such uncollectible account. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract contract with any obligor of an any Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are The Accounts Receivable reflected on the Balance Sheet or the Interim Balance Sheet and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business of Seller; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, are, to the Knowledge of the Closing Date (collectivelySeller, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed collectible in full in the Ordinary Course of BusinessBusiness of Seller. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves The reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of the Closing Date (which reserves are adequate and calculated consistent with past practice and, disclosures normally made in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablefootnotes. There is no contest, claim, defense or right of set-offsetoff, other than returns or warranty claims in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Schedule 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible fully collectible, net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve any reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than any reserves reflected on the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein therein, and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, to the Knowledge of the Company and Sellers, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. There are no outstanding returns or credits of any nature which are not set forth on the Balance Sheet.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed or to be performed in the Ordinary Course of Business. Unless Except as disclosed in Part 3.8 of the Disclosure Letter, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been collected or will be collected is collectible in full, without any set-off, within . Within ninety days after the day on which it each Accounts Receivable first becomes due and payable, ninety percent (90%) of the Accounts Receivable are collectible. There Except as disclosed in Part 3.8 of the Disclosure Letter, to the Knowledge of the Company and the Owners, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Company has delivered a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. To the Knowledge of the Company and the Owners, said list was complete and accurate as of such date.

Accounts Receivable. All accounts receivable of Accounts Receivable associated with the Acquired Companies Business that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible collectible, net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Balance Sheet than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon, and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject Except as set forth on the Disclosure Letter and subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, defense, or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All Except as set forth on Schedule 2.30, all accounts receivable of the Acquired Companies Corporation that are reflected on the Balance Sheet or on the Interim Balance Sheet Date or on the accounting records of the Acquired Companies Corporation as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless Except as set forth on Schedule 2.30, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Corporation as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). .) Subject to such reservesreserves and except as set forth on Schedule 2.30, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. After such 120-day period, the Buyers shall re-assign any uncollectible account to the Corporation for collection and Buyers shall have the right to make a claim in accordance with the Indemnification Agreement and the Escrow Agreement; however, the Corporation shall not have a right to dispute such claim. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract contract with any obligor of an any Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All Subject to any reserves set forth therein, the accounts receivable shown on the Target Financial Statements, whether billed or unbilled, are valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services, and other business transactions in the ordinary course of business consistent with past practices, are carried at values determined in accordance with GAAP consistently applied, in each case with persons other than Affiliates, are not subject to any prior assignment, lien or security interest, are not subject to valid defenses, set-offs or counter claims, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the Knowledge of Target, are collectible except to the extent of reserves therefor set forth in the Target Financial Statements or, for accounts receivable arising subsequent to the date of the Acquired Companies that are Target Financial Statements, as reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting books and records of the Acquired Companies as Target (which accounts receivable are recorded in accordance with GAAP consistently applied). To the Knowledge of Target, the accounts receivable are collectible in accordance with their terms at their recorded amounts subject only to the reserve for doubtful accounts. No material amount of accounts receivable is contingent upon the performance by Target or any of its Subsidiaries of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Section 3.18 of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course Target Disclosure Schedule sets forth an aging of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current Target’s and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable its Subsidiaries’ accounts receivable as of the date of this Agreement in the Interim Balance Sheetaggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Section 3.18 of the Target Disclosure Schedule sets forth, as of the date of this Agreement, such amounts of accounts receivable of Target and its Subsidiaries which list sets forth are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the aging last year, including the type and amounts of such Accounts Receivableclaims.

Accounts Receivable. All accounts receivable receivable, net of allowances for doubtful accounts, of the Acquired Companies Company that are reflected on in the Balance Sheet Financial Statements or the Interim Balance Sheet or on in the accounting records of the Acquired Companies Company as of the Closing Date (collectively, collectively the "Accounts Receivable") represent or and, at the Closing, will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or and at the Closing will be as of the Closing Date current and collectible net collectible, in full, subject to no offsets or defenses, except for the amount of the any respective reserves shown on in the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Financial Statements (which reserves are adequate and calculated in accordance with GAAP and consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such stated reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due Closing. Sellers agree that in the event that for any reason whatsoever Buyer, utilizing normal and payable. There is no contestreasonable collection efforts, claimshall not collect the full face amount of each and every account receivable included in the Financial Statements, within one hundred twenty (120) days following the Closing, Sellers shall, within fifteen (15) days following Buyer's request, from time to time, jointly and severally reimburse and indemnify Buyer for the full uncollected portion thereof, or right Buyer shall have the right, at its option, to be reimbursed from the Escrow Amount or otherwise offset the amount of set-offsuch uncollected receivable. In the event that Buyer collects any portion of a receivable for which Buyer previously received indemnity from Sellers or reimbursement from the escrow, other than returns or offset amounts otherwise owing Sellers, Buyer shall promptly remit such payment to Sellers. For any and all accounts receivable for which Buyer is reimbursed out of the Escrow Amount, or otherwise, Buyer shall thereafter assign such receivable back to Sellers. During the period any amounts are held in Escrow pursuant to Section 1.4 hereof, the Ordinary Course of Business, under any Contract with any obligor of an Company shall provide a weekly Accounts Receivable relating summary in writing to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableSellers.

Accounts Receivable. All The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies that are reflected on Company arising after the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and before the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed arose in the Ordinary Course ordinary course of Business. Unless paid prior to the Closing Datebusiness, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andpractices, and represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the case book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices, which are or shall be sufficient to provide for any losses which may be sustained on realization of the reserve as receivables. The Company has not received any written notice that any accounts receivable of the Closing DateCompany is subject to any claim of offset, will not represent a greater percentage recoupment, setoff or counter-claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No accounts receivable are contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. Except as set forth on Schedule 2.13 of the Accounts Receivable as Company Disclosure Letter, no Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.26 of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Company Disclosure Letter contains a complete and sets forth an accurate list of all Accounts Receivable the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the date of the Interim Balance SheetJuly 31, which list sets forth the aging of such Accounts Receivable2013.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, collectively the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Accounts Receivable are or will be as of the Closing Date current and will be collectible net of the respective reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after following the day on which it first becomes due and payableClosing Date provided that the Company uses its Best Efforts to collect such Accounts Receivable during such period. There Except as set forth in Part 3.8 of the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns and customer claims for adjustment in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of The Company reflected in the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on Financial Statements and in the accounting records of the Acquired Companies The Company as of the Closing Date date of this agreement execution (collectively, the "Accounts Receivablereceivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Dateexecution date, the Accounts Receivable are receivable are, or will be be, as of the Closing Date execution date current and collectible net of the respective reserves shown on the Balance Sheet Financial Statements, respectively, or the Interim Balance Sheet or on in the accounting records of the Acquired Companies The Company as of the Closing Date execution date (which reserves are adequate and calculated consistent with past the practice used for the year 2004 and, in the case of the reserve as of the Closing Dateexecution date, will not represent a greater percentage of the Accounts Receivable receivable as of the Closing Date execution date than the reserve reflected in the Interim 2004 Balance Sheet represented in respect of the Accounts Receivable receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable receivable relating to the amount or validity of such Accounts Receivablereceivable. Part 3.8 of the The Disclosure Letter (Appendix “D”) contains a complete and accurate list of all Accounts Receivable receivable as of 31.8.2005. .. (b4) Inventory All inventory of The Company, whether or not reflected in the Financial Statements, respectively, is in good and undamaged condition, and consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial Statements, respectively, or in the accounting records of The Company as of the date execution date, as the case may be. All inventories not written off have been priced at the lower of cost or net realizable value. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the Interim Balance Sheet, which list sets forth the aging present circumstances of such Accounts ReceivableThe Company.

Accounts Receivable. (i) All of DFI's accounts receivable of outstanding at the Acquired Companies that are reflected on date hereof and those arising from and after the Balance Sheet or date hereof prior to the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Effective Time (collectively, the "Closing Accounts Receivable") represent are and will be bona fide, and arose or will represent valid obligations arising from sales actually made or services actually performed arise in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior No person has any liens on such Closing Accounts Receivable, or any part thereof, and no agreement for deduction or discount has been made with respect to any such accounts receivable which is not reflected in the outstanding balance thereof. Section 3.01(aa) of the DFI Disclosure Schedule sets forth all receivables of DFI as of March 31, 1999 and at Closing will set forth all Closing Accounts Receivable, showing the face amount of each and denoting which such accounts are, by their terms, past due (the "Past Due Accounts"). All Closing Accounts Receivable are fully collectible within three years from the Closing Date, . (ii) For purposes of measuring DFI's compliance with the Accounts Receivable are or will be as representation and warranty set forth in clause (i): (A) the measure of DFI's non-compliance with clause (i) above shall equal the excess of the face amount of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than over the reserve reflected collections received by the Surviving Corporation on the Closing Accounts Receivable from the Closing Date through the third anniversary thereof and applied as provided in clause (B) immediately following; (B) all collections received by the Interim Balance Sheet represented Surviving Corporation on Past Due Accounts shall be applied to the latest invoice of the respective payor account debtor except to the extent otherwise expressly directed in writing by such account debtor and all collections received by the Surviving Corporation on the Closing Accounts Receivable reflected therein which are not Past Due Accounts shall be applied in accordance with the past practices of DFI; and will not represent a material adverse change (C) SYSCO and the Surviving Corporation shall use their customary accounts receivable collection practices in respect of the composition Closing Accounts Receivable and shall be entitled to make all decisions as to credit-worthiness of Closing Accounts Receivable account debtors in their sole discretion. (iii) Following Closing, SYSCO shall control collections of the Closing Accounts Receivable until the first anniversary of the Closing Date, from and after which time SYSCO shall, upon request of the Stockholder Representative, transfer responsibility for such collections to Stockholder Representative provided that Stockholder Representative agrees at the time of such request to continue any legal proceedings that may have been initiated prior thereto in connection with such collections. At any time from and after the first anniversary of the Closing Date, the Stockholder Representative shall have the right to buy from SYSCO or the Surviving Corporation any one or more of the Closing Accounts Receivable for the face amount of its outstanding balance at the time of such purchase and a Claims Fee as provided in terms an undisputed or resolved claim to SYSCO or the Surviving Corporation. Funds for any such purchase before the second anniversary of aging)the Closing shall be provided from the Representative's Fund or such other funding arrangements as may be arranged by and at the discretion of the Stockholder Representative; funds for any such purchase after the second anniversary of the Closing Date shall be provided from the Tax and Receivables Escrow Fund. Subject to such reserves, (iv) SYSCO and the Stockholder Representative shall provide each other with periodic (no less often than quarterly) reports of the status and results of the collection activities of each of them with respect to the Closing Accounts Receivable either has been or will be collected in full, without any setunder their respective control as well as the then-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right current outstanding balance of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity each of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableaccounts.

Accounts Receivable. All The accounts receivable of each Company (“Accounts Receivable”) reflected in the Acquired Companies that are reflected Financial Statements and on the Balance Sheet Pre-Closing Statement, and all Accounts Receivable arising after the date thereof until the Closing (a) have arisen from bona fide transactions entered into by each Company involving the sale of goods or the Interim Balance Sheet or on rendering of services in the accounting records ordinary course of business; and (b) are collectible in the ordinary course of business and to Seller’s Knowledge, constitute only valid, undisputed claims of the Acquired Companies such Company not subject to claims of set-off or other defenses or counterclaims, other than normal cash discounts accrued in the ordinary course of business (it being agreed, for the avoidance of doubt, that Seller is not warranting that the Accounts Receivable will actually be collected). Schedule 3.31 sets forth a correct and complete aging of Accounts Receivable of each Company as of the Closing Interim Financial Statements Date (collectivelyreflecting the aggregate dollar amount due to such Company from each payee which have been outstanding for the following numbers of days or less past their due dates: 30, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed 60, and 90, and more than 90 days. The reserves for bad debts shown in the Ordinary Course of Business. Unless paid prior Financial Statements and Pre-Closing Statement or, with respect to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or arising after the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andFinancial Statements Date, in the case accounting books and records of each Company, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the reserve as absence of disclosures normally made in footnotes. Since the Closing Interim Financial Statements Date, will not represent neither Company has written off, written down or agreed to a greater percentage of reduction of, placed for collection with any Person, accelerated the Accounts Receivable as of collection of, or materially changed the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each payment of the any Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offReceivable, other than returns in the Ordinary Course ordinary course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivablebusiness.

Accounts Receivable. (a) All accounts receivable Accounts Receivable of the Acquired Companies Seller that are are, or will be, reflected on the Effective Date Balance Sheet or the Interim Unaudited Balance Sheet or Sheets (except to the extent of collections thereof) represent, and all Accounts Receivable that will be reflected on the accounting records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts ReceivableINTERIM PERIOD ACCOUNTS RECEIVABLE") represent or will represent represent, valid obligations in favor of Seller arising from sales actually made or services actually performed by Seller in the Ordinary Course ordinary course of the Business. Unless paid prior to the Closing Date, the Accounts Receivable are or Receivable, including, without limitation, the Interim Period Accounts Receivable, will be as of the Closing Date current and collectible in full net of the respective reserves with respect thereto shown on the Balance Sheet or the Interim Effective Date Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andSCHEDULE 5.20(B) without any set- off, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payableordinary course. There is no contest, claim, or right of set-off, or, to the best of Seller's and Shareholder's knowledge, any threatened contest, claim or right of set-off, or circumstances that with notice, the lapse of time or both, could result in such a contest, claim or right of set-off (other than with respect to returns of merchandise in the Ordinary Course ordinary course of the Business), with respect to any Accounts Receivable, including, without limitation, the Interim Period Accounts Receivable, or under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such any Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of , including, without limitation, the Interim Balance Sheet, which list sets forth the aging of such Period Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet Audited Financial Statements or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current in all material respects and collectible net of the respective reserves shown on the Balance Sheet Audited Financial Statements or the Interim Balance Sheet or on the accounting records of Closing Financial Statements (collectively, the Acquired Companies as of the Closing Date “Reserves”) (which reserves Reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statements, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Financial Statement than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change reflect any Material Adverse Effect in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable, subject to the Reserves. Part 3.8 of the Disclosure Letter 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetthis Agreement, which list sets forth the aging of each such Accounts ReceivableAccount Receivable and which Part 3.11 shall be updated by Seller as of the Closing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective aggregate reserves made for the Accounts Receivable and shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which Date, as the case may be. Such reserves are adequate and have been calculated consistent with the Company's past practice andfor the preparation of internal financial statements and have been established in accordance with generally accepted accounting principles consistently applied, in and Sellers believe the case amount of the reserve as of the Closing Date, will not represent a greater percentage reserves is adequate to cover non-collection of the Accounts Receivable as in light of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)Acquired Companies' past practice. Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety the later of 150 days after the day on which it first becomes due and payablepayable or December 31, 1998; provided that all payments received by the Company from a customer with respect to any Accounts Receivable shall be applied to the oldest remaining Accounts Receivable in the order in which they arose, unless the customer indicates otherwise as a result of a dispute with respect to a particular invoice. There is no contest, claim, or right of set-off, other than returns and offsets (such as for freight and commissions) in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Company Balance Sheet or arising since the Interim date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within sixty (60) days after due date at the full recorded amount thereof less, in the case of accounts receivable appearing on the Company Balance Sheet, the recorded allowance for collection losses on the Company Balance Sheet or or, in the case of Accounts Receivable arising since the Company Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of Company and its Subsidiaries. The allowance for collection losses on the Closing Date (collectivelyCompany Balance Sheet and, with respect to Accounts Receivable arising since the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Company Balance Sheet Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves allowance for collection losses shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of the Closing Date will be collectible within sixty (60) days after due date at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are reserve shall be adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will shall not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in the Interim Company Balance Sheet represented of the Accounts Receivable accounts receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingtherein). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The Accounts Receivable shown in the December 31, 2003 balance sheet contained in the Seller Financial Statements (the "BASE BALANCE SHEET") and which constitute Assets to be purchased under Section 2.1 arose in the ordinary course of business consistent with past practice. Allowances for doubtful accounts receivable and warranty returns are adequate and have been prepared in accordance with GAAP and in accordance with the past practices of Seller and its Subsidiaries. The Accounts Receivable of Seller and its Subsidiaries constituting Assets to be purchased under Section 2.1 arising after the Acquired Companies that are reflected on the Base Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and prior to the Closing Date (collectivelyarose or will arise in the ordinary course of business consistent with past practice. To the knowledge of Seller, the "Accounts Receivable"Receivable are not subject to any material claim of offset, recoupment, setoff or counter-claim and it has no knowledge of any specific facts or circumstances (whether asserted or unasserted) represent or will represent valid obligations arising from sales actually made or services actually performed that could give rise to any such claim in any such case, except to the extent otherwise reflected in the Ordinary Course of Business. Unless paid allowances for doubtful accounts as provided for in the Base Balance Sheet or, with respect to Accounts Receivable arising after the Base Balance Sheet Date and prior to the Closing Date, as determined in the ordinary course of business consistent with the past practices of Seller and its Subsidiaries. Except as set forth in Section 3.9 of the Seller Disclosure Schedule, no material amount of Accounts Receivable are contingent upon the performance by Seller or will be as any of its Subsidiaries of any obligation or Contract other than normal warranty repair and replacement and other than products' progress bills in the Closing Date current and collectible net ordinary course of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated business consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition practice. No Person has any Encumbrance on any of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either and no agreement for deduction or discount has been or will be collected in full, without made with respect to any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 Section 3.9 of the Seller Disclosure Letter contains a complete and accurate list Schedule sets forth an aging of all Accounts Receivable as of Seller and its Subsidiaries in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns and Section 3.9 of the date Seller Disclosure Schedule sets forth such amounts of Accounts Receivable which are subject to asserted warranty claims known to Seller by information regarding asserted warranty claims known to Seller made within the last year, including the type and amounts of such claims. Except as set forth on Section 3.9 of the Interim Balance SheetSeller Disclosure Schedule, Seller has no Accounts Receivable from any person, firm or corporation which list sets forth the aging is affiliated with Seller or from any director, officer or employee or Affiliate of such Accounts ReceivableSeller, Parent or any Subsidiary of Seller.

Accounts Receivable. All accounts receivable of the each Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Financial Statements and, as of the Closing Date Date, that will be reflected on the Closing Accounts (collectively, the "Accounts Receivable") represent ), represent, or will represent represent, respectively, valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. The Accounts Receivable include, or will include, respectively, all accounts receivable which have been discounted, factored or otherwise transferred to third parties. All Accounts Receivable that have been, or will be, respectively, discounted with a third party are, or will be, respectively, unless sold on a complete and irrevocable non-recourse basis, reflected in the books and records of the Acquired Companies as an asset, together with the corresponding indebtedness for the funds advanced by such third party reflected as a liability, and such accounts remain current until the corresponding Accounts Receivable are indefeasible paid. Unless paid prior to the Closing Date, the Accounts Receivable are are, or will be as of the Closing Date be, respectively, current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Financial Statements and, as of the Closing Date Date, that will be reflected on the Closing Accounts (which reserves are adequate and calculated consistent with past practice and, in practice). Schedule 2.8 contains a complete and accurate description on the case of the reserve as of the Closing Date, will not represent a greater percentage of the accounting reserves on past due Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, made by each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payableAcquired Company. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable, except as disclosed on Schedule 3.8. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Schedule 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Seller that are reflected on the Balance Sheet or the Interim Most Recent Balance Sheet or on the accounting records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of a reserve in an amount not to exceed $10,000 (the respective reserves shown on "A/R Reserve") to be accrued by the Balance Sheet or Seller with the Interim Balance Sheet or on the accounting records concurrence of the Acquired Companies as of Buyer prior to the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case reserve shall be adequate). ss.3(s) of the reserve Disclosure Schedule contains a complete and accurate list and description of actions pending as of the Closing Date, will not represent a greater percentage date hereof to pursue collection of the Accounts Receivable as of (the Closing Date than "Collection Actions A/R"), it being acknowledged by the reserve reflected in Buyer that the Interim Balance Sheet represented of Seller will continue to utilize and pay for reasonable collection efforts with respect thereto after the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)Closing. Subject to such reservesthe foregoing A/R Reserve, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable; provided, however, that Collection Actions A/R have been or will be collected in full, without any set-off, within ninety (90) days after the date hereof. There is no contest, claim, claim or right of set-off, other than returns adjustments in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 ss.3(s) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetMarch 31, 1998, which list sets forth the aging of such Accounts Receivable. Buyer agrees to assign to the Seller any particular Accounts Receivable for which the Seller is required to indemnify the Buyer as a result of a Breach of this ss.3(s).

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Purchased Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of Financial Statements or for the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance Sheet, in the Books and Records, or on the Seller Working Capital Statement and were the result of bona fide transactions in the ordinary course of business consistent with past practice. The Purchased Accounts Receivable are not subject to any dispute, offset or Xxxx-Xxxxx, except those Xxxx-Xxxxx reflected in an amount in the aggregate which list sets is equal to or less than the reserve thereof set forth in the aging Financial Statements, or for the period after the date of such the Latest Balance Sheet, in the Books and Records or on the Seller’s Working Capital Statement. Except as set forth on the Seller’s Working Capital Statement, no discount or allowance has been granted with respect to any of the Purchased Accounts Receivable, and Seller has no obligation to accept any returns from, or make allowances to, any customer with respect to any existing transaction other than in the ordinary course of business consistent with past practice. As of the dates of each of the Latest Balance Sheet and the Seller Working Capital Statement, the Purchased Accounts Receivable set forth on the Latest Balance Sheet and the Seller’s Working Capital Statement, as applicable (i) reflect all of the then accounts receivable related to the Joe’s Business other than the Excluded Accounts Receivable; and (ii) do not include any accounts receivable related to the Xxxxxx Business. None of the accounts receivable for the Joe’s Business are accounted for in the books and records of the Xxxxxx Business.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are and the Subsidiaries reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting books and records of the Acquired Companies as and the Subsidiaries (except (a) for intercompany balances and (b) to the extent of the Closing Date allowance for doubtful accounts with respect to such receivables reflected on the Financial Statements) (collectively, the "Accounts Receivable"i) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date; (ii) constitute only valid, the Accounts Receivable are or will be as undisputed claims of the Closing Date current Acquired Companies and collectible net Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the respective reserves Ordinary Course of Business consistent with past practice; and (iii) subject to a reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting books and records of the Acquired Companies as of and the Closing Date (which reserves Subsidiaries, to the Acquired Companies’ Knowledge, are adequate and calculated consistent with past practice and, collectible in the case of the full within 180 days after billing. The reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in for bad debts shown on the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject or, with respect to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days accounts receivable arising after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets on the books and records of the Acquired Companies and the Subsidiaries, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Except as set forth on Schedule 4.19, to the aging Acquired Companies’ Knowledge, there are no material disputes with respect to any of such Accounts Receivablethe accounts receivable reflected on the Financial Statements that have not been reserved for on the Financial Statements.

Accounts Receivable. All accounts receivable of the Acquired Companies Speed Release that are reflected on the Balance Sheet or the Interim Speed Release Latest Balance Sheet or on the accounting records of the Acquired Companies Speed Release as of the Closing Date (collectively, the "Speed Release Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Speed Release Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Speed Release Latest Balance Sheet or on the accounting records of the Acquired Companies Speed Release as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Speed Release Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Speed Release Latest Balance Sheet represented of the Speed Release Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Speed Release Accounts Receivable in terms of aging). Subject to such reserves, each of the Speed Release Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an a Speed Release Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter SCHEDULE 4.2.25 contains a complete and accurate list of all Speed Release Accounts Receivable as of the date of the Interim Speed Release Latest Balance Sheet, which list sets forth the aging of such Speed Release Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet Financial Statement or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Bizarre as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Bizarre in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Interim Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Financial Statement (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statement, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Financial Statement than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Bizarre, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter 5.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Majority-Owned Companies that are reflected on the Balance Sheet or the Interim any Balance Sheet or on the accounting records of the Acquired Majority-Owned Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness by the respective Majority-Owned Company, or, in the case of Laureate, reflect advance bxxxxxxx for services to be rendered in the ordinary course of business. Unless paid prior to the Closing Date, to the knowledge of Seller or any Majority-Owned Company, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the respective Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice of the respective Majority-Owned Company and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the respective Accounts Receivable as of the Closing Date than the reserve reflected in the Interim respective Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingfor any Majority-Owned Company). Subject The reserves for collection losses on the respective Majority-Owned Company Balance Sheets and, with respect to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of arising since the date of the Interim respective Balance Sheet, which list sets forth the aging allowance for collection losses shown on the accounting records of such the applicable Majority-Owned Company, have been determined in accordance with GAAP consistent with past practice. Except for any reserves shown on the Balance Sheet of any Majority-Owned Company, Seller and each applicable Majority-Owned Company have no knowledge of any uncollectible Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies ProVal that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies ProVal as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 180 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All To the Knowledge of Sellers, all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or that will be reflected on the accounting records of the Acquired Companies Closing Balance Sheet, as of the Closing Date applicable, (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness other than extended warranty contracts billing accounted for in accordance with GAAP. Unless paid prior to To the Closing DateKnowledge of Sellers, the Accounts Receivable are or referred to on the Closing Balance Sheet will be as collectible in the Ordinary Course of the Closing Date current and collectible Business, net of the respective reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each Except as disclosed in Part 3.8 of the Accounts Receivable either has been or will be collected in fullDisclosure Schedule, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, or right of set-offoff in excess of the reserves and other accruals recorded on the Balance Sheet or the Interim Balance Sheet, or that will be recorded on the Closing Balance Sheet, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable accounts receivable of the Acquired Companies as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableaccounts receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Acquiror that ------------------- are reflected on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Omega Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.19 contains a complete and accurate list of all Accounts ------------- Receivable as of the date of the Interim Omega Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, and except as set forth in Part 4.8 of the Primal Disclosure Letter, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 4.8 of the Primal Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Premier Power and its Subsidiaries that are reflected on the Balance Sheet Premier Power’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Premier Power and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Premier Power and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.26 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made made, vendor credits, or services actually performed other receivables related to leases in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Account Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor debtor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.8 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are The Accounts Receivable reflected on the Balance Sheet or the Interim Balance Sheet and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business of Seller; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, are, to the Knowledge of the Closing Date (collectivelySeller, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed collectible in full in the Ordinary Course of BusinessBusiness of Seller. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves The reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of the Closing Date (which reserves are adequate and calculated consistent with past practice and, disclosures normally made in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablefootnotes. There is no contest, claim, defense or right of set-offsetoff, other than returns or warranty claims in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All Schedule 2.24 sets forth a true and complete list of the accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Interim Balance Sheet Date (collectivelyshowing the amount of each receivable and an aging of amounts due thereunder. Except as expressly described in Schedule 2.24, all accounts receivable of the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid Acquired Companies, including those collected prior to the Closing DateClosing; (i) are valid, existing and have arisen from bona fide transactions entered into by the Accounts Receivable are applicable Acquired Company involving, and represent monies due for, goods sold and delivered or will be as services rendered in the ordinary course of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated business consistent with past practice and, practice; (ii) except to the extent of any job retentions and holdbacks in accordance with the case terms of the reserve as of the Closing DateCustomer Contracts, will are not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject subject to such reservesany refunds or adjustments or any defenses, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right rights of set-off, counterclaims, assignment, restrictions, security interests or other encumbrances (other than returns Permitted Liens); and (iii) are not subject to repayment or forfeiture, including in connection with a customer audit. Except as expressly described in Schedule 2.24, all accounts receivable are current, and there are no disputes regarding the Ordinary Course collectability of Businessany such accounts receivable. No Acquired Company has factored any of its accounts receivable. Except as expressly described in Schedule 2.24, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 Knowledge of the Disclosure Letter contains Partners, the debtors to which the accounts receivable relate are not in or subject to a complete bankruptcy or insolvency proceeding, and accurate list of all Accounts Receivable as none of the date accounts receivable have been made subject to an assignment for the benefit of creditors. Since the Interim Balance SheetSheet Date, which list sets forth all accounts receivable have been handled by each Acquired Company in the aging ordinary course of such Accounts Receivable.business. (b)

Accounts Receivable. All accounts receivable The Accounts Receivable of the Acquired Companies that are reflected Business as set forth on the Balance Sheet or arising since the Interim date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of the Business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within 90 days after billing at the full recorded amount thereof less the recorded allowance for collection losses on the Balance Sheet or or, in the case of Accounts Receivable arising since the Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown The allowance for collection losses on the Balance Sheet or and, with respect to Accounts Receivable arising since the Interim Balance Sheet or Date, the allowance for collection losses shown on the accounting records of the Acquired Companies Business, have been determined in accordance with GAAP consistent with past practice. To the Seller’s Knowledge, the Accounts Receivable existing as of the Closing Date will be collectible within 90 days after billing at the full recorded amount thereof net of the reserves shown on the accounting records of the Business as of the Closing Date (which reserves are shall be adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will shall not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingtherein). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are are, or will be as of the Closing Date Date, current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Modu-Line reflected on the Balance Sheet or the Interim Balance Sheet Financials or on the its accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim April 30, 1997 Balance Sheet or on the its accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim April 30, 1997 Balance Sheet represented of the Sheet. The Accounts Receivable reflected therein and in the Financials as of the Closing Date will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 150 days after the day on which it first becomes due and payable. There Except as set out on Schedule 14 of Exhibit D, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The parties hereto acknowledge that some of Modu-Line's customers may also be customers of Xxxxxx'x Vistawall Division. In the event any common customer of Vistawall and Modu-Line alleges to have a claim against Xxxxxx'x Vistawall Division (hereinafter referred to as a "Vistawall Claim") and, based solely on the Vistawall Claim, such customer attempts, after the Closing Date, to set off any or all of such a Vistawall Claim against any Accounts Receivable such customer owes Modu-Line, such amount so set off shall not constitute a Loss, as hereinafter defined, and Xxxxxx will not have a right to reimbursement by set off against the Shareholders under the indemnification provisions of this Agreement with respect to the amount so set off on account of the Disclosure Letter contains Vistawall Claim. Provided, however, if such customer does not prevail in its assertion of its Vistawall Claim and its right to the set off of the amount of the Vistawall Claim, and provided Xxxxxx presents an actual notice to the Shareholders of such 15 attempted set off based on the alleged existence of the Vistawall Claim on or prior to February 28, 2000, then any Loss, as hereinafter defined, suffered by Modu-Line as to which such customer is not entitled to a complete set off on account of the Vistawall Claim, shall fall within the indemnification provisions of this Agreement, subject to the limitations thereof. Similarly, in the event that any common customer of Vistawall and accurate list Modu-Line alleges to have a claim against Modu-Line (hereinafter referred to as a "Modu-Line Claim") and based solely on the Modu-Line Claim such customer attempts, after the Closing Date, to set off any or all of all such a Modu-Line Claim against any Accounts Receivable it owes the Vistawall Division, such amount so set off shall constitute a Loss, as hereinafter defined, and Xxxxxx shall have the right to be reimbursed by set off against the Shareholders under the indemnification provisions of this Agreement with respect to the amount so set off on account of the date Modu-Line Claim. Provided, however, if such common customer does not prevail in its assertion of said Modu-Line Claim, it shall not constitute a Loss, as hereinafter defined, and Xxxxxx will have no right to reimbursement by set off against the Shareholders under the indemnification provisions of this Agreement with respect thereto and Xxxxxx shall promptly pay to the Shareholders the amount set off in connection with such Modu-Line Claim against the Cash Consideration. The parties hereto acknowledge that disclosure of the Interim Balance Sheetexistence of this provision could promote common customers of the Vistawall Division and Modu-Line to assert such a right of set off without good faith and, which list sets forth therefore, it is essential that the aging existence of such Accounts Receivablethis provision be kept strictly confidential.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day date on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. None of the Accounts Receivable is contingent upon the performance by Company of any material obligation or Contract, and no Contract for material deduction or material discount has been made with respect to any of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet 2004 Financial Statements or the Interim Balance Sheet Period Financial Statements or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet 2004 Financial Statements or the Interim Balance Sheet Period Financial Statements or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet Period Financial - - Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Non-Joint Venture Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet or on the accounting records of the Acquired Companies represented of the Accounts Receivable reflected therein and 25 will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each 95% of the Accounts Receivable either has been or accounts receivable of the Company outstanding on the Closing Date will be collected in full, without any set-off, within ninety 90 days (120 days with regard to the remaining 5%) after the respective days on which such receivables first become due and payable, provided that each of the accounts receivable of the Company outstanding on the Closing Date in respect of sales of coating equipment will be collected, in full, without any set-off, within 180 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable, other than (i) returns in the Ordinary Course of Business and (ii) such contests, claims or rights of set-off which in the aggregate will not exceed the respective reserves for Accounts Receivable shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of December 31, 1996 and as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. Within three (3) Business Days after the end of the calendar month in which the Closing occurs, the Company shall deliver to Parent a complete and accurate list of all accounts receivable of the Non-Joint Venture Acquired Companies as of the Closing Date.

Accounts Receivable. All accounts receivable Sellers will deliver to Purchaser an aging schedule as of a date not more than five (5) days prior to the Closing Date which is true, correct and complete, of the Acquired Companies accounts receivables, both trade and non-trade, of the Company as of that are date. The reserves for doubtful receivables and uncollectible accounts that will be reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records books of the Acquired Companies Company as of the Closing Date will not exceed Three and One-half Percent (collectively3.5%) of the then aggregate accounts receivable, and will be sufficient to provide for any losses that may arise in connection with the collection of the accounts receivable. Except for the accounts receivables set forth on Schedule 2.16 which have special payment terms (the "Extraordinary Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in ), the Ordinary Course accounts receivable as reflected on the books of Business. Unless paid prior to the Company as of the Closing Date, net of such reserves, will be fully collectible in the ordinary course of business within one hundred twenty (120) days after the Closing Date, without resort to legal proceedings. The Extraordinary Accounts Receivable are or will be as fully collectible, without resort to legal proceedings, within the time periods set forth on Schedule 2.16. All of such accounts receivable will represent valid claims that have arisen in the Closing Date current and collectible net ordinary course of business. If, after Purchaser's commercially reasonable efforts to collect such accounts receivable, accounts receivable in excess of such reserve are not collected after one hundred twenty (120) days after the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andClosing, or, in the case of the reserve Extraordinary Accounts Receivable, within the time periods set forth on Schedule 2.16, and Purchaser is indemnified by the Sellers pursuant to the terms of Article IX hereof as a result of the Closing Datebreach of this Section 2.16, then Purchaser will assign to Sellers all such accounts receivable not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein collected within such time period and will not represent a material adverse change in the composition of for which such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There indemnification is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivablemade.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Company and its Subsidiaries (“Accounts Receivable”), whether or not reflected on the Latest Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelySheet, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the The Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Latest Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate have been established in accordance with GAAP and calculated consistent with past practice and, in the case preparation of the reserve as of the Closing Date, will not represent a greater percentage Financial Statements). None of the Accounts Receivable are subject to any claim of offset, recoupment, setoff, or counter-claim, and to the Sellers’ Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim, other than nominal cash discounts and routine billing disputes in the ordinary course of business. No amount of Accounts Receivable is contingent upon the performance by the Company or any of its Subsidiaries, a Seller or any of their respective Affiliates, of any obligation or Contract, other than such performance as has been completed (excluding the “empty” portion of any “round trip” movement) or for which an adequate reserve or deferred revenue account is reflected on the Latest Balance Sheet. The Company has no obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any accounts receivable previously collected by the Company. Except as set forth on Schedule 2.11(i), no Person has any Lien on any Accounts Receivable, no Account Receivable is subject to prior assignment, no Contract for deduction or discount has been made with respect to any such Accounts Receivable, and the Company has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Closing Date than obligors of the reserve Accounts Receivable have refused or given notice that they refuse to pay the full amount thereof except for minor disputes or disagreements which have arisen in the ordinary course of business and which the Company has made adequate provision for uncollectability on the Latest Balance Sheet, and none of the obligors of such Accounts Receivable are an Affiliate of the Company or a Seller except for inter-company accounts among the Company and its Subsidiaries that are reflected in the Interim Balance Sheet represented Financial Statements. Schedule 2.11(ii) sets forth an accurate list of the Accounts Receivable reflected therein and will not represent a material adverse change in notes receivable of the composition Company, an aging of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns notes receivable in the Ordinary Course aggregate and by customer, and indicates the amounts of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableallowances for doubtful accounts.

Accounts Receivable. All accounts receivable of the Acquired Companies Xxxxxx and PPCT that are reflected on the Balance Sheet or the Interim Xxxxxx and PPCT Latest Balance Sheet or on the accounting records of the Acquired Companies Xxxxxx and PPCT as of the Closing Date (collectively, the "Xxxxxx and PPCT Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Xxxxxx and PPCT Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Xxxxxx and PPCT Latest Balance Sheet or on the accounting records of the Acquired Companies Xxxxxx and PPCT as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Xxxxxx and PPCT Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Xxxxxx and PPCT Latest Balance Sheet represented of the Xxxxxx and PPCT Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Xxxxxx and PPCT Accounts Receivable in terms of aging). Subject to such reserves, each of the Xxxxxx and PPCT Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an a Xxxxxx and PPCT Accounts Receivable relating to the amount or validity of such the Xxxxxx and PPCT Accounts Receivable. Part 3.8 of the Disclosure Letter SCHEDULE 4.1.24 contains a complete and accurate list of all Xxxxxx and PPCT Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such the Xxxxxx and PPCT Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(pp) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable set forth on the Last Balance Sheet, and all accounts receivable arising since the Last Balance Sheet Date, represent bona fide claims of the Acquired Companies that are reflected on the Balance Sheet Company Group or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made Business against debtors for products provided or services actually performed or other charges arising on or before the date of this Agreement, and all products provided and services performed that gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts, customer, or advertiser requirements. Such accounts receivable are subject to no defenses, counterclaims, or rights of setoff and are fully collectible in the Ordinary Course of Business. Unless paid prior Business without cost in collection efforts therefor, except to the Closing Date, the Accounts Receivable are or will be as extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on accounts receivable as set forth on the Last Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of accounts receivable arising since the Last Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable that is not greater than the rate reflected by the reserve as for bad debts on the Last Balance Sheet. As of the Closing Date, will not represent a greater percentage the accounts receivables included in the calculation of the Accounts Receivable as Estimated Closing Net Working Capital will represent bona fide claims of the Closing Date than Company Group against debtors for products provided or services performed or other charges arising on or before the reserve reflected date of this Agreement, and products provided or services performed that gave rise to said accounts were delivered or performed in accordance with the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)applicable orders, Contracts, customer, or advertiser requirements. Subject to such reserves, each of the Accounts Receivable either has been or Said accounts receivable will be collected in fullsubject to no defenses, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claimcounterclaims, or right rights of set-off, other than returns setoff and are fully collectible in the Ordinary Course of BusinessBusiness without cost in collection efforts therefor, under any Contract with any obligor of an Accounts Receivable relating except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable appropriate reserves for bad debts on accounts receivable as set forth in the calculation of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableEstimated Closing Net Working Capital.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless Except as set forth in Schedule 5.9, unless paid prior to the Closing Date, the Accounts Receivable are or will be to the best of the Seller Parties' knowledge as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet Financial Statement represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reservesExcept as listed on Schedule 5.9, each of the Accounts Receivable to the best of the Seller Parties' knowledge either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of BusinessBusiness known to the Seller Parties, under any Contract agreement, contract or legally binding obligation with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetFinancial Statement, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of Seller and the Other Acquired Companies that are reflected on the Interim Balance Sheet or the Interim Closing Date Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to before the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 SECTION 2.10 of the Seller Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Xxxxxxxx Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Xxxxxxxx Companies as of the Closing Date (for purposes of this Section 3.24, collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness consistent with past practice. Unless paid prior to Part 3.24 of the Closing DateSellers’ Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. The Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Xxxxxxxx Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than then the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each none of the Accounts Receivable either has as of the Closing Date have been or will be collected in fulloutstanding for greater than 120 days. To the Knowledge of the Sellers, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or of validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are (including, without limitation, for unbilled invoices) and work-in-process reflected on the Interim Balance Sheet Sheets and the accounts receivable (including, without limitation, for unbilled invoices) arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheets or, with respect to accounts receivable (including, without limitation, for unbilled invoices) and work-in-process arising after the Interim Balance Sheet or Date, on the accounting records of the Acquired Companies as of the Closing Date Company, are collectible in full within one hundred twenty (collectively, the "Accounts Receivable"120) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Businessdays after billing. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves The reserve for bad debts shown on the Interim Balance Sheet Sheets or, with respect to accounts receivable (including, without limitation, for unbilled invoices) or work-in-process arising after the Interim Balance Sheet or Date, on the accounting records of the Acquired Companies as Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. The Company bills for substantially all of its unbilled work promptly in the ordinary course of business and no later than thirty (30) days after services actually performed or sales actually made by the Company. Section 3.12 of the Closing Date (which reserves are adequate Disclosure Schedules sets forth a true, correct and calculated consistent with past practice and, in the case complete list of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in all such unbilled work and work-in-progress after the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableDate.

Accounts Receivable. All To the Knowledge of Page and the Stockholders, all accounts receivable of the Acquired Companies Page that are reflected on the 2002 Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Page as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless To Page's and the Stockholders' Knowledge, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the 2002 Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Page as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject To Page's and the Stockholders' Knowledge, subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or or, to the knowledge of Sellers after due inquiry, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of Accounts Receivable and the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") Timeshare Receivables represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible collectable net of the respective reserves shown on the Balance Sheet or the Interim Historical Balance Sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Historical Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable Receivable, other than the Timeshare Receivables, either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes became due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable or Timeshare Receivable relating to the amount or validity of such Accounts Receivable or Timeshare Receivable. Part 3.8 of the Disclosure Letter Schedule 5.12 contains a complete and accurate list of all Accounts Receivable and Timeshare Receivables as of the date of the Interim Historical Balance Sheet, which list sets forth the aging of such Accounts ReceivableReceivable and Timeshare Receivables. The number of Timeshare Intervals as of July 1, 1996 was that number set forth on Schedule 5.12 under the heading "Timeshare Intervals."

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on Company and of Target reflected, respectively, in the Balance Sheet or Financial Statements and in the Interim Balance Sheet Sworn Appraisal or on the accounting records of the Acquired Companies as of Company (the Closing Date (collectively, the "Accounts Receivable"“Receivables”) represent or will represent (a) valid and bona fide obligations arising from sales actually made or services actually performed rendered by the Company or Target in the Ordinary Course of BusinessBusiness and (b) are correct as to amount, legally enforceable according to their terms and (c) have no right of defence, set-off against them except year-end rebates and discounts for advance payment. Unless paid prior to the Closing Date, the Accounts Receivable Receivables are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or Financial Statements as of 31 December 2010 (the Interim Balance Sheet “Financial Statement”) or on the accounting records of the Acquired Companies Company and/or of Target as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable Receivables as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material an adverse change in the composition of such Accounts Receivable Receivables in terms of aging). Subject to such reserves, each Each of the Accounts Receivable Receivables either has been or will be collected in full, without any set-off, except year-end rebates and discounts for advance payment within ninety days after the day on which it first becomes due and payablenormal trading terms for such customer. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with by any obligor of an Accounts a Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.10 contains a complete and accurate list of all Accounts Receivable Receivables as of the date of the Interim Balance SheetFinancial Statements, which list sets forth the aging of such Accounts ReceivableReceivables. Seller shall pay to Buyer an amount equal to any Receivable(s) which are not collected by the Company prior to closing or by Target post closing from a customer within three hundred and sixty five (365) days of Closing. Following payment of such amount to Buyer, Buyer shall procure that Target assigns such account to Seller. If the customer subsequently pays the account to the Target, Target shall refund to the Seller such amount as has been or should have been assigned to the Seller.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are are, or will be as of the Closing Date Date, current and collectible net of the respective reserves shown on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company's balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable Schedule 2.1(b) sets forth an accurate list of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Receivables, an aging of the Acquired Companies Receivables in the aggregate as of the Closing Date (collectively, close of business the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of business day before the Closing Date current and collectible net the identity and address of the respective party from whom such receivable is owing. The Acquired Receivables arose in the ordinary course of business, consistent with past practices, represented bona fide claims against obligors for sales and other charges, and to the knowledge of Seller, except to the extent included in the reserves shown on for doubtful or uncollectible accounts in the Balance Sheet calculation of Closing Net Working Capital, are collectible in the ordinary course of business. Except to the extent expressly included in the reserves for doubtful or uncollectible accounts reflects in the Interim Balance Sheet or on the accounting records calculation of Closing Net Working Capital, none of the Acquired Companies as Receivables are subject to any claim of the Closing Date (which reserves are adequate and calculated consistent with past practice andoffset, in the case of the reserve as of the Closing Daterecoupment, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been setoff or will be collected in full, without any setcounter-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable agreements relating to a right of return, and Seller has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could reasonably be expected to give rise to any such claim. Except as set forth in Schedule 4.9, no Person has any Encumbrance on any of Acquired Receivables and none of the amount Acquired Receivables are subject to prior assignment and no agreement for deduction or validity discount has been made with respect to any of such Accounts ReceivableAcquired Receivables, other than agreements relating to a right of return. Part 3.8 Except as set forth in Schedule 4.9, none of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as obligors of the date Acquired Receivables have refused or given notice that it refuses to pay the full amount thereof, and none of the Interim Balance Sheet, which list sets forth the aging obligors of such Accounts ReceivableAcquired Receivables is an Affiliate of Seller. Anything contained in this Agreement to the contrary notwithstanding, no representation or warranty is given with respect to the Navarre Receivables.

Accounts Receivable. All Eighty-five percent (85%) in amount of the accounts receivable of the Acquired Companies each Selling Party that are reflected on the respective Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies such Selling Party as of the Closing Effective Date from insurance companies which are no more than one hundred and twenty days old (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Effective Date, the Accounts Receivable are or will be as of the Closing Effective Date current and, to the knowledge and belief of Sellers and the Owners, collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Effective Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or or, to the knowledge and belief of Sellers and the Owners, will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.33 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected collectable in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable The Accounts Receivable (i) have arisen (and will have arisen prior to the Closing Date) in bona fide transactions, (ii) are (and as of the Acquired Companies that are Closing Date will be) valid claims against account debtors for goods or services delivered or rendered, subject to no defenses, offsets or counterclaims, except for the reserves related thereto reflected on the Balance Sheet or in accordance with GAAP (the Interim Balance Sheet or on “Reserves”), and (iii) subject to the accounting records of the Acquired Companies as of the Closing Date (collectivelyReserves, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed are collectible in the Ordinary Course of Businessordinary course and/or subject to agreements related thereto pertaining to extended, negotiated payment as set forth in Schedule 4.6. Unless paid All Accounts Receivables arose (and will have arisen prior to the Closing Date) in the ordinary course of business and none of the obligors of such receivables have refused or given notice that they refuse to pay the full amount thereof. Except as set forth on Schedule 4.6, no receivables are subject to prior assignment, claim or other Lien. Seller does not have any Liability for any refunds, allowances, returns or discounts in respect of products or services manufactured, processed, distributed, shipped, rendered, provided or sold by it or for its account, in each case except to the Accounts Receivable are or will be extent of the Reserves and except as otherwise incurred in the ordinary course of business, consistent with past practice, and reflected on the Closing Date current Balance Sheet. Where receivables arose out of secured transactions, all financing statements and collectible net other instruments required to be filed or recorded to perfect the title or security interest of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate Seller have been properly filed and calculated consistent with past practice and, in the case of the reserve as of recorded. After the Closing Date, Seller will not represent a greater percentage of the Accounts Receivable as of have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables collected by Seller prior to the Closing Date than and, to the reserve knowledge of Seller, Purchaser will not have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables reflected in on the Interim Closing Date Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days which Purchaser collects after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.

Accounts Receivable. All accounts receivable of -------------------- the Acquired Companies Company and each Company Subsidiary that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company and each Company Subsidiary as of the Closing Date (collectively, the "Company Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Company Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company and each Company Subsidiary as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Company Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet represented of the Company Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Company Accounts Receivable in terms of aging). Subject Except as set forth in Schedule 3.18 of the Company Disclosure Schedule, subject to such reserves, each of the Company Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor maker of an Company Accounts Receivable relating to the amount or validity of such Company Accounts Receivable. Part 3.8 Schedule 3.18 of the Company Disclosure Letter Schedule contains a true, complete and accurate correct list of all Company Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.