Common use of Accounts and Notes Receivable; Accounts and Notes Payable Clause in Contracts

Accounts and Notes Receivable; Accounts and Notes Payable. (a) Except as set forth in Schedule 5.29(a), all the accounts receivable and notes receivable owing to any Principal Company or any of its Subsidiaries as of the date hereof constitute valid and enforceable claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, and, to the Knowledge of the Principal Companies, there are no known or, to the Knowledge of the Principal Companies, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a), there is (i) no account debtor or note debtor delinquent in its payment by more than ninety days; (ii) no account debtor or note debtor that has refused (or, to the Knowledge of the Principal Companies, threatened to refuse) to pay its obligations for any reasons; (iii) to the Knowledge of the Principal Companies, no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a) and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with the Loans and the Working Capital Facility) by any Principal Company or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal Company or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, except as set forth on Schedule 5.29(b), there is no such account payable or note payable more than fifteen (15) days delinquent in its payment, except those contested in good faith.

Accounts and Notes Receivable; Accounts and Notes Payable. Third Amended & Restated Credit Agreement (a) Except as set forth in Schedule 5.29(a), all the accounts receivable and notes receivable owing to any Principal Company or any of its Subsidiaries as of the date hereof constitute valid and enforceable claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, and, to the Knowledge of the Principal Companies, there are no known or, to the Knowledge of the Principal Companies, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a), there is (i) no account debtor or note debtor delinquent in its payment by more than ninety days; (ii) no account debtor or note debtor that has refused (or, to the Knowledge of the Principal Companies, threatened to refuse) to pay its obligations for any reasons; (iii) to the Knowledge of the Principal Companies, no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a) and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with the Loans and the Working Capital Facility) by any Principal Company or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal Company or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, except as set forth on Schedule 5.29(b), there is no such account payable or note payable more than fifteen thirty-one (1531) days delinquent in its payment, except those contested in good faith.

Accounts and Notes Receivable; Accounts and Notes Payable. (a) Except as set forth in Schedule 5.29(a)5.28, all the accounts receivable and notes receivable owing to any Principal Company or any of its Subsidiaries Subsidiary as of the date hereof constitute valid and enforceable claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, and, to the Knowledge of the Principal CompaniesCompany, there are no known or, to the Knowledge of the Principal CompaniesCompany, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a)5.28, there is (i) no account debtor or note debtor delinquent in its payment by more than ninety thirty (30) days; (ii) no account debtor or note debtor that has refused (or, to the Knowledge of the Principal CompaniesCompany, threatened to refuse) to pay its obligations for any reasons; (iii) to the Knowledge of the Principal CompaniesCompany or any, no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a) 5.28, and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with by the Loans and the Working Capital Facility) by any Principal Company or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal the Company or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, except as set forth on Schedule 5.29(b)5.28, there is no such account payable or note payable more than fifteen thirty (1530) days delinquent in its payment, except those contested in good faith.

Accounts and Notes Receivable; Accounts and Notes Payable. (a) Except as set forth in Schedule 5.29(a6.37(a), all the accounts receivable and notes receivable owing to any Principal Company Loan Party or any of its Subsidiaries as of the date hereof constitute valid and enforceable claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, and, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, there are no known or, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a6.37(a), there is (i) no account debtor or note debtor delinquent in its payment by more than ninety thirty (30) days; (ii) no account debtor or note debtor that has refused (or, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, threatened to refuse) to pay its obligations for any reasons; (iii) to the Knowledge of the Principal CompaniesBorrower or any Loan Party, no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a6.37(a) and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with the Loans and the Working Capital FacilityNotes) by any Principal Company Loan Party or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal Company Loan Party or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, except as set forth on Schedule 5.29(b6.37(b), there is no such account payable or note payable more than fifteen thirty (1530) days delinquent in its payment, except those contested in good faith.

Accounts and Notes Receivable; Accounts and Notes Payable. (a) Except as set forth in Schedule 5.29(a), all All the accounts receivable and notes receivable owing to any Principal Company Loan Party or any of its Subsidiaries as of the date hereof constitute valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and by general principles of equity) claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, and, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, there are no known or, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a6.37(a), there is (i) as of April 30, 2017, no account debtor or note debtor is delinquent in its payment by more than ninety daysthirty (30) days in any payment due that exceeds $5,000; (ii) as of the Closing Date, no account debtor or note debtor that has refused (or, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, threatened to refuse) to pay its obligations for any reasons; (iii) to the Knowledge of the Principal CompaniesBorrower or any Loan Party, as of the Closing Date no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a) and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with the Loans and the Working Capital FacilityNotes) by any Principal Company Loan Party or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal Company Loan Party or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, except as set forth on Schedule 5.29(b6.37(b), as of April 30, 2017, there is no such account payable or note payable more than fifteen thirty (1530) days delinquent in its payment, except those contested in good faith.

Accounts and Notes Receivable; Accounts and Notes Payable. (a) Except as set forth in Schedule 5.29(a6.24(a), all the accounts receivable and notes receivable owing to any Principal Company Loan Party or any of its Subsidiaries as of the date hereof constitute valid and enforceable claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, are collectible in full in accordance with their payment terms and, to the Knowledge of the Principal CompaniesBorrower, there are no known or, to the Knowledge of the Principal CompaniesBorrower, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a6.24(a), there is (i) as of the Friday occurring at least three Business Days prior to the Closing Date, no account debtor or note debtor delinquent in its payment by more than ninety thirty (30) days; (ii) no account debtor or note debtor that has refused (or, to the Knowledge of the Principal CompaniesBorrower, threatened to refuse) to pay its obligations for any reasons; (iii) as of the Closing Date, to the Knowledge of the Principal CompaniesBorrower, no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a6.24(a) and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with the Loans and the Working Capital FacilityNotes) by any Principal Company Loan Party or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal Company Loan Party or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, as of the Closing Date, except as set forth on Schedule 5.29(b6.24(b), there is no such account payable or note payable more than fifteen thirty (1530) days delinquent in its payment, except those contested in good faith.

Accounts and Notes Receivable; Accounts and Notes Payable. (a) Except as set forth in Schedule 5.29(a6.37(a), all the accounts receivable and notes receivable owing to any Principal Company Loan Party or any of its Subsidiaries as of the date hereof constitute valid and enforceable claims (without any previously exercised rights of set off or compromise) arising from bona fide transactions in the ordinary course of business, consistent with past practice, and, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, there are no known or, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, asserted claims, refusals to pay or other rights of set-off against any thereof. Except as provided on Schedule 5.29(a6.37(a), there is (i) no account debtor or note debtor delinquent in its payment by more than ninety thirty (30) days; (ii) no account debtor or note debtor that has refused (or, to the Knowledge of the Principal CompaniesBorrower or any Loan Party, threatened to refuse) to pay its obligations for any reasons; (iii) to the Knowledge of the Principal CompaniesBorrower or any Loan Party, no account debtor or note debtor that is insolvent or bankrupt other than as set forth on Schedule 5.29(a6.37(a) and (iv) no account receivable or note receivable which is hypothecated or pledged to any person (except in connection with the Loans Notes and the Working Capital FacilityABL Credit Agreement) by any Principal Company Loan Party or any of its Subsidiaries. (b) All accounts payable and notes payable by any Principal Company Loan Party or any of its Subsidiaries to third parties as of the date hereof arise from bona fide transactions in the ordinary course of business, consistent with past practice and, except as set forth on Schedule 5.29(b6.37(b), there is no such account payable or note payable more than fifteen thirty (1530) days delinquent in its payment, except those contested in good faith.