Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None of the accounts or the notes receivable of the Company or any of the Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) 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.
(b) All accounts payable of the Company and the Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable.
Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company have arisen from bona fide transactions in the Ordinary Course of Business and are payable on ordinary trade terms. All accounts and notes receivable of the Company reflected on the Balance Sheet are in all material respects good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP. All accounts and notes receivable arising after the Balance Sheet Date are in all material respects good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP. None of the accounts or the notes receivable of the Company (i) are subject to any setoffs or counterclaims in any material respect or (ii) represent obligations for goods sold on consignment or on sale-or-return basis or subject to any other repurchase or return arrangement.
(b) All accounts payable of the Company reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business.
Accounts and Notes Receivable and Payable. (a) The accounts receivable of the Company and the Subsidiaries reflected on the books and records of the Company and the Subsidiaries (except to the extent of the allowance for doubtful accounts reflected on the Financial Statements) represent bona fide and valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing, as of the Closing Date, all accounts receivable will be current and collectible net of the respective reserves shown on the Balance Sheet or to be shown on the Estimated Closing Statement (which reserves (i) are adequate and calculated consistent with past practice, (ii) in the case of reserves on the Estimated Closing Statement, will not represent a materially greater percentage of accounts receivable as of the Closing than the reserve reflected on the Balance Sheet, and (iii) will not represent a change in the composition of such accounts receivable in terms of aging). Subject to such reserves, each account 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. To the Knowledge of the Company, there are no material disputes with respect to any of the accounts receivable reflected on the Balance Sheet that have not been reserved for on the Balance Sheet.
(b) All accounts payable of the Company and the Subsidiaries as of the Closing Date will be reflected in the books and records of the Company and the Subsidiaries and the Estimated Closing Statement. There are no accounts payable of the Company and the Subsidiaries (i) for purchases in material excess of usual requirements, (ii) that did not arise in the Ordinary Course of Business, or (iii) that are materially past due. All accounts payable of the Company and the Subsidiaries are appropriately reserved for and recorded in accordance with GAAP and reflected in the Financial Statements.
Accounts and Notes Receivable and Payable. Set forth on Schedule 4.11 is a true and complete list of unpaid accounts, Liabilities, and notes receivable owing to and owed by the Company as of the date hereof. All of such accounts and notes receivable and payable constitute only bona fide, valid and binding claims arising in the ordinary course of the Company’s business, subject, with regard to receivables to no valid defenses, counterclaims or setoffs.
Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and its Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with industry practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof. None of the accounts or the notes receivable of the Company and its Subsidiaries (i) are subject to any setoffs or counterclaims or (ii) 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. Set forth on Schedule 5.24 is a listing of aged accounts and notes receivable as of a date no more than seven (7) days prior to the date hereof.
(b) All accounts payable of the Company and its Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable.
Accounts and Notes Receivable and Payable. (a) Except as set forth on Schedule 4.21, all accounts and notes receivable of the Company (i) have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms, (ii) reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, and (iii) arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof. Except as set forth on Schedule 4.21, none of the accounts or the notes receivable of the Company (i) are subject to any setoffs or counterclaims or (ii) 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.
(b) Except as set forth on Schedule 4.21, all accounts payable of the Company reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable.
Accounts and Notes Receivable and Payable. (a) The Company has no notes receivable. All accounts receivable of the Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. None of the accounts receivable of the Company (i) are subject to any setoffs or counterclaims or (ii) 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.
(b) All accounts payable of the Company reflected in the Financial Statements or arising after the Balance Sheet Date are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Seller and its Subsidiaries relating to the Business have arisen from bona fide transactions in the ordinary course of business consistent with past practices.
(b) All material accounts payable of the Seller and its Subsidiaries relating to the Business included in the most recent Financial Statements or arising after the date thereof are the result of bona fide transactions in the ordinary course of business consistent with past practices.
Accounts and Notes Receivable and Payable. (a) A true, correct and complete list of the accounts receivable, notes receivable and other receivables of the Business, showing the breakdown and aging thereof as of December 31, 2019, and as of July 31, 2020, is included in Schedule 2.17(a). All of the accounts receivable of the Company Group (i) represent sales actually made in the ordinary course of business, (ii) constitute valid and enforceable undisputed claims, and (iii) are not, by their terms, subject to defenses, set-offs or counterclaims. All accounts receivable of the Company Group arose in bona fide arm’s length transactions in the ordinary course of business and with Persons who are not Affiliates of the Company Group. There is no pending contest or dispute with respect to the amount or validity of any amount of such account receivables. None of the accounts or the notes receivable of the Business represent obligations for goods sold on consignment or on approval. Except as set forth on Schedule 2.17(a), no portion of the accounts receivable, notes receivable or other receivables of the Business have been pledged or assigned to any Person.
(b) A true, correct and complete list of the accounts payable, notes payable and other payables of the Business, showing the breakdown thereof as of December 31, 2019, and as of July 31, 2020 is included in Schedule 2.17(b). All accounts payable, notes payable and other payables of the Business have arisen from bona fide arm’s length transactions in the ordinary course of business, consistent with past practice and with Persons who are not Affiliates of the Company Group, have been paid or are scheduled to be paid in the ordinary course of business consistent with past practices of the Company Group and no such account payable or note payable is materially delinquent in its payment. A true, correct and complete list of all trade accounts payable and accrued expenses of the Company Group that have accrued in the ordinary course of business is set forth on Schedule 2.17(b).
Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice, are properly recorded and are payable on ordinary trade terms. All accounts and notes receivable of the Company reflected on the Base Date Balance Sheet and incurred after the Reference Date are true and good. None of the accounts or the notes receivable of the Company (i) is subject to any setoffs or counterclaims or (ii) represents obligations for goods sold on consignment, on a sale-or-return basis or subject to any other repurchase or return arrangement.
(b) All accounts payable of the Company reflected in the Base Date Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been paid or are not yet due and payable.
