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

Accounts and Notes Receivable and Payable. 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 Group 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 Group reflected on the Company Financial Statements are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for 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 December 31, 2023, are good 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nabors Industries LTD)

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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 31as of November 30, 20232010, showing the aging thereof, have been made available to the Parentis included in Schedule 4.22. All accounts and notes receivable of the Company 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 Group reflected on as of November 30, 2010 are, as of the Company Financial Statements are date hereof and, to the 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, discounts 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 of the Company Group listed on Schedule 4.22 and those arising after December 31November 30, 20232010, to the extent not collected prior to the date hereof, are good and, to the Knowledge and collectible as of the Company, collectible 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 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-sale or return basis or subject to any other repurchase or return arrangement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Powersecure International, Inc.)

Accounts and Notes Receivable and Payable. (a) A complete and accurate list of the accounts receivable reflected on the Company Financial Statements Balance Sheet and arising after December 31, 2023the Balance Sheet Date, showing the aging thereof, have been made available to the Parentis included in Schedule 5.19. All accounts and notes receivable of the Company Group Seller 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 Group Seller reflected on the Company Financial Statements Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns, discounts 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 Company Group arising after December 31, 2023, the Balance Sheet Date are good and, to the Knowledge of the Company, 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 Group 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Goodman Networks Inc)

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Accounts and Notes Receivable and Payable. A complete and accurate list Subject, in each instance, to the effects of the accounts receivable reflected on proviso contained in the Company Financial Statements and arising after December 31, 2023, showing last sentence of the aging thereof, have been made available to the Parent. All first paragraph of Section 4.7(a): (i) all accounts and notes receivable of the Company Group 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 ; (ii) all accounts and notes receivable of the Company Group and the Subsidiaries reflected on the Company Financial Statements Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns, discounts 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 of the Company Group arising after December 31, 2023, the Balance Sheet Date are good and, to the Knowledge of the Company, 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 Group 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. · 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (DXP Enterprises Inc)

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