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

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 and the its Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the its Subsidiaries reflected on the Balance Sheet Company Financial Statements are good and and, to the Knowledge of the Company, collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate in all material respects 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 December 31, 2016 are good and and, to the Knowledge of the Company, collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate in all material respects 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 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. (b) All accounts payable of the Company and the its Subsidiaries reflected in the Balance Sheet Company Financial Statements or arising after the date thereof are the result of bona fide transactions in the Ordinary Course ordinary course of Business 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 and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business consistent with past practice business 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 thereofthereof and are valid, net undisputed claims of any the Company subject to applicable reserve for returns or for doubtful accounts reflected thereonaccounts, which and such reserves are adequate and were calculated in a manner consistent with past practice practices and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the Balance Sheet Date are and will be good and collectible at the aggregate recorded amounts thereofthereof and are and will be valid, net undisputed claims of any the Company subject to applicable reserve for returns or for doubtful accounts, which and such reserves are and will be adequate and were and will be calculated in a manner consistent with past practice practices 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 services subject to any other repurchase repurchase, return, refund or return rebate 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 ordinary course of Business 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 and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business 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 and existing on the date hereof 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 services subject to any other repurchase repurchase, return, refund or return rebate arrangement. (b) All accounts payable of the Company and the Subsidiaries reflected in the Balance Sheet or arising after the date thereof and existing on the date hereof are the result of bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice 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 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 Except as set forth in Schedule 5.23 , all accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet Sheets 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 and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business 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 Most Recent Balance Sheet are are, when viewed as of the date of this Agreement, 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 date of the Most Recent Balance Sheet Date are are, when viewed as of the date of this Agreement, 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 consignmentcounterclaims. The Closing Date Accounts Receivable Schedule delivered to Buyer by Seller at Closing shall be true, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangementcorrect and complete. (b) All accounts payable of the Company and the Subsidiaries reflected in the Most Recent Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course ordinary course of Business business and have been paid or are not yet due and payable.

Accounts and Notes Receivable and Payable. (a) A complete and accurate list of the accounts receivable as of November 30, 2010, showing the aging thereof, is included in Schedule 4.22. 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 as of November 30, 2010 are, as of the Subsidiaries reflected on date hereof and, to the Balance Sheet are extent not previously collected, as of the Closing Date, 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 in all material respects and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable listed on Schedule 4.22 and those arising after November 30, 2010, to the Balance Sheet Date extent not collected prior to the date hereof, are good and collectible as of the date hereof at the aggregate recorded amounts thereofthereof within ninety (90) days after the day on which it first becomes due and payable, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate in all material respects 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-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 and the its Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice practices and are payable on ordinary trade termsnone of the Company or any of its Subsidiaries has increased or extended the payment terms (i.e. days to pay) with respect to any such accounts receivable relative to past practices. All accounts and notes receivable of the Company and the its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve represent valid obligations. Reserves for returns or doubtful accounts reflected thereon, which reserves are adequate and returns were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedGAAP. All accounts and notes receivable arising after the Balance Sheet Date are good represent valid obligations and collectible at the aggregate recorded amounts thereof, net of any applicable reserve reserves for returns or doubtful accounts, which reserves are adequate and accounts were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedGAAP. None of the accounts or the notes receivable of the Company or any of the its Subsidiaries (i) are are, to the Knowledge of the Company, subject to any setoffs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval consignment 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 its Subsidiaries reflected in on the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course ordinary course of Business and have been paid or are not yet due and payablebusiness.

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 in all material respects 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 in all material respects 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 material 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 and, in all material respects, have been paid or are not yet due and payable, except to the extent being contested in good faith.

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 Except as set forth in Schedule 5.23, all accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet Sheets 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) A complete and accurate list of the accounts receivable reflected on the Balance Sheet and arising after the Balance Sheet Date is included in Schedule 5.22. All accounts and notes receivable of the Company Sellers and the Acquired 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 Sellers and the Subsidiaries reflected on the Closing 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 on the Closing 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 any Seller or any of the Acquired Subsidiaries (i) are is subject to any setoffs or counterclaims or (ii) represent obligations represents an obligation for goods sold on consignment, on approval or on a sale-or-sale or return basis or subject to any other repurchase or return arrangement. (b) All accounts payable of the Company Sellers and the Acquired Subsidiaries reflected in the Closing Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course of Business and have been or will, at or before Closing, be paid or are not yet due and payable.

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 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 Except as set forth in Schedule 5.23, 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 on tax accrual basis 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 on a tax accrual basis 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 and the its Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the its 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 GAAP, consistently applied. All accounts and notes receivable of the Company and its Subsidiaries arising after the Balance Sheet Date and existing on the date hereof 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 GAAP, consistently applied. None of the accounts or the notes receivable of the Company or and any of the 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 services subject to any other repurchase repurchase, return, refund or return rebate 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 Sellers and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice practices and are payable on ordinary trade terms. All accounts and notes receivable of the Company Sellers and the Subsidiaries reflected on the Quarterly 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 of the Sellers and the Subsidiaries arising after the Reference Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accountsaccounts reflected thereon, 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 Sellers 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 Sellers and the Subsidiaries reflected in the Quarterly Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Ordinary Course ordinary course of Business business, consistent with past practices, and have been paid or are not yet due and payable.

Accounts and Notes Receivable and Payable. Subject, in each instance, to the effects of the proviso contained in the last sentence of the first paragraph of Section 4.7(a): (ai) All 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 ; (ii) 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 ; (iii) 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 ; and (iv) none of the accounts or the notes receivable of the Company or any of the Subsidiaries (iA) are subject to any setoffs or counterclaims or (iiB) 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 Except as set forth on Schedule 5.20(a), (i) all accounts and notes receivable of the Company and the Subsidiaries other Group Companies have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice and are payable on ordinary trade terms. All ; (ii) to the Knowledge of Seller, all accounts and notes receivable of the Company and the Subsidiaries other Group Companies 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 ; (iii) to the Knowledge of Seller, 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 ; and (iv) none of the accounts or the notes receivable of the Company or any of and the Subsidiaries other Group Companies (iA) are subject to any setoffs or counterclaims or (iiB) 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 Except as set forth on Schedule 5.20(b), all accounts payable of the Company and the Subsidiaries other Group Companies 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 and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course ordinary course of Business 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 on the Balance Sheet were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. None To the knowledge of the Company, 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, except that certain receivables of the Company (reflecting the purchase price for refurbished equipment delivered to customers to replace previously acquired equipment that is the subject of customer warranty claims) are subject to a credit upon such customers’ return to the Company of the units of previously acquired equipment that are the subject of such warranty claims. (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 ordinary course of Business 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 and the Subsidiaries have arisen from bona fide transactions in the Ordinary Course of Business consistent with past practice practice, are not excessive 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 and the Subsidiaries Group Companies 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 Group Companies reflected on the Interim Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns returns, discounts 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 date of the Interim Balance Sheet Date are good and collectible at the aggregate recorded amounts thereofthereof within 90 days after the day on which it first becomes due and payable, net of any applicable reserve for returns returns, discounts 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 its Subsidiaries (i) are subject to any setoffs set offs or counterclaims or (ii) represent obligations for goods sold on consignment, on approval or on a sale-or-sale or return basis or subject to any other repurchase or return arrangement. (b) All accounts payable of the Company and the Subsidiaries Group Companies reflected in the Interim Balance Sheet or arising after the date thereof 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) A complete and accurate list of the accounts receivable reflected on the Balance Sheet and arising after the Balance Sheet Date, showing the aging thereof, is included in Schedule 5.19. All accounts and notes receivable of the Company and the Subsidiaries Seller 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 Seller 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 thereofthereof within ninety (90) days after the day on which it first becomes due and payable, 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 Seller (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 Seller 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) A complete and accurate list of the accounts receivable reflected on the Company Financial Statements and arising after December 31, 2023, showing the aging thereof, have been made available to the Parent. All accounts and notes receivable of the Company and the Subsidiaries Group have arisen from bona fide transactions in the Ordinary Course ordinary course of Business business consistent with past practice and are payable on ordinary trade terms. All accounts and notes receivable of the Company and the Subsidiaries Group reflected on the Balance Sheet Company Financial Statements are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns returns, discounts 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 of the Company Group arising after the Balance Sheet Date December 31, 2023, are good and and, to the Knowledge of the Company, 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 Group (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 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 Other than the Aged Receivables, all accounts and notes receivable of the Company and the Subsidiaries reflected on the Balance Sheet Company Financial Statements 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 Since the accounts or the notes receivable of Balance Sheet Date, the Company has collected its accounts receivable in the Ordinary Course of Business and has not accelerated or offered any of the Subsidiaries (i) are subject discounts with respect 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 arrangementsuch collections. (b) All accounts payable of the Company and the Subsidiaries reflected in the Balance Sheet Company Financial Statements 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. Since the Balance Sheet Date, the Company has paid its accounts payable in the Ordinary Course of Business and has not delayed any such payments.

Accounts and Notes Receivable and Payable. (a) All accounts and notes receivable of the Company and the Company 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 Company Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve reserves for returns or doubtful accounts reflected thereonthereon and net of any reserves for contractual adjustments, 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 reserves for returns or doubtful accountsaccounts and net of any reserves for contractual adjustments, 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) counterclaims. 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.