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

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. (a) The All accounts and notes receivable of the Company and its Subsidiaries have arisen from bona fide transactions in the Subsidiaries reflected ordinary course of business and are payable on the books ordinary trade terms. All accounts and records notes receivable of the Company and the its 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 are good and collectible at the aggregate recorded amounts thereof (net of reserves), it being understood by Buyer that have this representation is not been reserved for on a guarantee that such accounts and notes receivable will actually be collected by the Company and its Subsidiaries. All accounts and notes receivable arising after the date of the Balance SheetSheet are good and collectible at the aggregate recorded amounts thereof (net of reserves) it being understood by Buyer that this representation is not a guarantee that such accounts and notes receivable will actually be collected by the Company and its Subsidiaries. Except as set forth on Schedule 4.25 of the Disclosure Schedules, none of the accounts or the notes receivable of the Company or any of 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 as of the Closing Date will be reflected in the books and records Balance Sheet or arising after the date thereof are the result 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 bona fide transactions in the Ordinary Course ordinary course of Business, business and have been paid or (iii) that are materially past due. All accounts payable of the Company not yet due and the Subsidiaries are appropriately reserved for and recorded in accordance with GAAP and reflected in the Financial Statementspayable.

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 The reserves for accounts receivable of the Closing Date, all accounts receivable will be current Company and collectible net of the respective reserves Subsidiaries 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. (a) The Except as disclosed in Section 5.21(a) of the Disclosure Schedule all accounts and notes receivable of each Seller (i) have arisen from bona fide transactions in the Company Ordinary Course of Business, (ii) are payable on the trade terms established for the particular customer by the applicable Seller and (iii) are, to the Subsidiaries reflected Knowledge of Sellers, good and collectible at the aggregate recorded amounts thereof (assuming collection activities consistent with past practice), net of a reserve for returns or doubtful accounts in an amount not to exceed [***], which reserves will be agreed to among the Sellers and Purchaser as adequate at the Closing; provided, however, that such cap on reserves shall be subject to change as agreed to among the parties in accordance with any material changes after the execution of this Agreement but before the Closing in the aging of the accounts and notes receivable of Seller as relied upon in calculating such cap. Except as set forth in the foregoing sentence, nothing in this agreement shall be considered a guarantee as to the collectability of any accounts or notes receivable of any Seller. Except as disclosed in Section 5.21(a) of the Disclosure Schedule, to the Knowledge of Sellers, none of the accounts or the notes receivable of any Seller (i) are subject to any setoffs or counterclaims except as set forth on the books and records of the Company and the Subsidiaries (except applicable Seller as Delivered 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 Purchaser, 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 represent obligations for goods sold on the Estimated Closing Statementconsignment, will not represent a materially greater percentage of accounts receivable as of the Closing on approval or on sale-or-return basis or subject to any other repurchase or return arrangement (other than the reserve reflected on applicable Seller’s policy of accepting for return items which can be returned to the Balance Sheet, and (iii) will not represent a change in the composition of such accounts receivable in terms of agingmanufacturer or supplier). 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 each Seller reflected in the books and records Balance Sheet or arising after the date thereof are the result of bona fide transactions in the Company and the Subsidiaries and the Estimated Closing StatementOrdinary Course of Business. There are no All such accounts payable shall be paid by or for the account of the Company and the Subsidiaries (i) for purchases in material excess of usual requirementseach Seller, (ii) that did not arise in the Ordinary Course of Business, at or (iii) that are materially past due. All accounts payable of after the Company and the Subsidiaries are appropriately reserved for and recorded in accordance with GAAP and reflected in the Financial StatementsClosing.