Common use of Accounts and Notes Receivable Clause in Contracts

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregate.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING VPI an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the The COMPANY shall also provide HOLDING to VPI (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date up to the Pre-Closing Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING VPI in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, be collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11shown, net of reserves reflected in the balance sheet as of the Balance Sheet and, in the case Date with respect to accounts receivable as of the accounts Balance Sheet Date, and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY books and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet records of the COMPANY as (consistent with the methods used for the balance sheet) with respect to accounts receivable of the COMPANY after the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregateDate.

Accounts and Notes Receivable. The COMPANY Each of the COMPANIES has delivered to HOLDING VPI an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the such COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior Each of the COMPANIES shall also provide to Pre-Closing, the COMPANY shall provide HOLDING VPI (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date up to the Pre-Closing Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY COMPANIES to HOLDING VPI in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, be collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11shown, net of reserves reflected in the balance sheet as of the Balance Sheet and, in the case Date with respect to accounts receivable as of the accounts Balance Sheet Date, and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The books and records of each COMPANY and (consistent with the STOCKHOLDERS shall have no liability pursuant to Section 11 methods used for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet sheet) with respect to accounts receivable of the such COMPANY as of after the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregateDate.

Accounts and Notes Receivable. The COMPANY has delivered Following Closing, Buyer shall use reasonable efforts to HOLDING an accurate list (collect all accounts receivable or notes which is set forth on Schedule 5.11) of are included in the Acquired Assets. To the extent any accounts and notes receivable of or note included in the COMPANY, Acquired Assets remains uncollected as of the Balance Sheet twelve (12) month anniversary of the Closing Date, including any such amounts then, unless the reason for nonpayment is on account of a bona fide claim by the customer that startup, warranty and or make good work which are is within the scope of work the Buyer is required to perform pursuant to Section 5.2(g)(ii) above has not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closingbeen performed, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent Seller and Shareholders jointly and severally agree to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any repurchase such account receivable is not or shall not be, collectible note from Buyer at a price equal to the remaining unpaid face amount of such account receivable or note. If any accounts receivable or notes included in the amounts shown Acquired Assets which remain uncollectible on the twelve (in the case 12) month anniversary of the accounts Closing have not been collected at that time due to a bona fide claim by the customer that startup, warranty and notes or make good work which is within the scope of work the Buyer is required to perform pursuant to Section 5.2(g)(ii) above has not been performed, then the Seller and the Shareholders, jointly and severally agree to repurchase such account receivable set forth on Schedule 5.11or note from the Buyer at a price equal to unpaid face amount of such account receivable or note at the earlier of (A) 30 days after the time at which all such work required under Section 5.2(g)(ii) has been performed, net of reserves reflected or (B) eighteen (18) months after startup. Notwithstanding anything to the contrary in the Balance Sheet andthis Agreement, in the case of event the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability Seller refuses to approve product make-good work pursuant to Section 11 for 5.1(g)(ii) above (with respect to which there is an unpaid account receivable or note which has not been paid due to a bona fide claim by the customer that it is entitled to have such work performed), the Seller and Shareholders jointly and severally agree to repurchase such account receivable or note from Buyer within 30 days after the date on which the Buyer requested such approval at a price equal to the remaining unpaid face amount of such account receivable or note. The fact that an account or note receivable has been repurchased pursuant to this Section 5.2(h) shall not alter or diminish any inadvertent omission obligation of the Buyer to perform startup, warranty and/or make good work required pursuant to Section 5.2(g)(ii) hereof. As used in this Section 5.2(h), reasonable business efforts shall include but not be limited to, the following actions to be taken by Buyer in connection with the collection of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregate.notes:

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is Except as set forth on Schedule 5.11) of the 2.22, all accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not noted receivables reflected in the balance sheet Interim Balance Sheet and all accounts receivable insofar as it represents income earned arising after March 31, 2005 and prior to the Effective Time of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten Merger (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x“Agencourt Accounts Receivable”) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 have arisen from sales actually made or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter services actually performed in the ordinary course of business consistent with past practice of Agencourt, represent valid and such omissions enforceable obligations due to Agencourt, and are not materialsubject to and discount, either individually set-off or counter-claim. The respective reserves on the Interim Balance Sheet or the accounting records of Agencourt and its Subsidiaries as of the Closing Date are adequate and calculated consistent with past practice and, in the aggregatecase of the reserve as of the Closing Date, will not represent a greater percentage of the accounts receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Agencourt Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Agencourt Accounts Receivable in terms of aging. Subject to such reserves, each of the Agencourt Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the date on which it first came due and payable. To the extent such Agencourt Accounts Receivables are not collected on or prior to one hundred and twenty (120) days after the Effective Time of the Merger, Acquiror and the Holder Representative shall instruct the Escrow Agent to reimburse Acquiror for such Uncollected Receivables from the Escrow Amount less the amount of the reserve reflected on the Closing Balance Sheet. If Surviving Corporation thereafter receives payment of any Uncollected Receivables for which Acquiror received reimbursement from the Escrow Amount prior to the end of the Contingent Period, Acquiror shall deposit such amount to the remaining balance in the Escrow Amount.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING Schedule 5.9 sets forth an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the COMPANY, NWS as of the Balance Sheet DateDate and of the accounts and notes receivable of NWS invoiced between the Balance Sheet Date and the fifth Business Day preceding the date of this Agreement (including with respect to each such invoice, the invoice number, the invoice date, the customer name, and the amount of such invoice), including any such amounts which are not reflected in the balance sheet Interim Balance Sheet. Receivables from and advances to employees, NWS, the Shareholders, or any Persons related to or Affiliates of the Shareholders are separately identified on Schedule 5.9. Schedule 5.9 also sets forth an accurate aging of all accounts and notes receivable as of the Balance Sheet Date, showing amounts due in 30-day aging categories (up to 120 plus days). The trade and other accounts receivable of NWS, including receivables from and advances to employees and those classified as current assets on the STOCKHOLDERS. Within ten (10) days prior to Pre-ClosingInterim Balance Sheet, are bona fide receivables, were acquired in the COMPANY shall provide HOLDING (x) an accurate list ordinary course of all outstanding receivables obtained subsequent to business, were stated in accordance with GAAP and, as of the Balance Sheet Date and (y) an aging the fifth Business Day preceding the date of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reportsthis Agreement, as the case may berespectively, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, were collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.115.9, net of reserves reflected in the Balance Sheet and, in the case of Interim Financial Statements with respect to the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in Date, assuming the ordinary course employment of business collection efforts consistent with the past practice and such omissions are not material, either individually or practices of NWS. Nothing contained in the aggregatethis Section 5.9 shall be construed as a guaranty of collection of any accounts receivable.

Accounts and Notes Receivable. The COMPANY has delivered No later than 10 Business Days ----------------------------- prior to HOLDING an the Closing Date, the Company shall deliver to the Parent Schedule 5.13 ------------- which shall be a complete and accurate list (which is set forth on Schedule 5.11) list, as of March 31, 1999, of the accounts and notes receivable of the COMPANYCompany (including, as of the Balance Sheet Datewithout limitation, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten Shareholders (10"Shareholder/Employee Notes Receivable")) days prior to Pre-Closing(collectively, the COMPANY "Accounts Receivable"). Schedule 5.13 shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) include an aging of all such accounts and notes receivable Accounts Receivable ------------- showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports"). Except Closing Date, the Company will deliver to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in Parent a writing accompanying the A/R Aging Reportscomplete and accurate list, as of a date not more than two days prior to the case may beClosing Date, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports)Accounts Receivable. The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable All Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business consistent with past practice practice. The Accounts Receivable are, and such omissions as of the Closing Date and the Effective Time will be, collectible net of any respective reserves shown on the Company's books and records (which reserves are not material, either individually or adequate and calculated consistent with past practice). Subject in the aggregatecase of Accounts Receivable reflected on the Company's balance sheet to such reserves reflected on such balance sheet, each of the Accounts Receivable will be collected in full within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the Interim Balance Sheet has been determined in accordance with GAAP consistent with past practice.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING Schedule A.11 contains an accurate list list, dated as of a date not more than two (which is set forth on Schedule 5.112) business days prior to the date hereof, of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, Seller (including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including without limitation receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-ClosingStockholders), the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) which includes an aging of all such accounts and notes receivable showing amounts due in 30 day thirty (30)-day aging categories categories. On the Closing Date, Seller will deliver to Purchaser an accurate list, dated as of a date not more than two (the "A/R Aging Reports"). Except 2) business days prior to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging ReportsClosing Date, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11of Seller, net which includes an aging of reserves reflected in the Balance Sheet and, in the case of the all accounts and notes receivable set forth showing amounts due in thirty (30)-day aging categories. To the A/R Aging Reportsbest of Seller's knowledge, net all accounts receivable of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable Seller that are reflected in the balance sheet of the COMPANY on its books and records as of the Balance Sheet Closing Date (collectively, the "Accounts Receivable") represent or (ii) such accounts and notes receivable were obtained thereafter will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of any respective reserves shown on Seller's books and records as of the Closing Date (which reserves are adequate and calculated consistent with past practice practice). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within one hundred twenty (120) days after the day on which it first becomes due and such omissions are not materialpayable. Except as disclosed, either individually there is no contest, claim, or right of set-off, other than rebates and returns in the aggregateordinary course of business, under any contract with any maker of an Accounts Receivable relating to the amount or validity of such Accounts Receivable that would have a Material Adverse Effect.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Interim Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter arose in the ordinary course of business consistent with past practice and such omissions have been collected or are not material, either individually or collectible in the aggregatebook amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in such balance sheet. Allowances for doubtful accounts and warranty returns are adequate and have been prepared in accordance with GAAP consistently applied and in accordance with the past practices of the Company. The receivables of the Company arising after the Interim Balance Sheet Date and prior to the Closing Date arose or will arise in the ordinary course of business and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with the past practices of the Company. Except as set forth on Schedule 3.11 and other than receivables in connection with the Company's sales and service agreements entered into in the ordinary course of business, (i) none of the receivables of the Company are subject to any claim of offset, recoupment, set off or counterclaim and neither the Company nor any of the Managing Stockholders has any knowledge of any facts or circumstances (whether asserted or unasserted) that could give rise to any such claim; (ii) no amount of receivables are contingent upon the performance by the Company of any obligation or contract; and (iii) no person has any lien on any of such receivables and no agreement for deduction or discount has been made with respect to any of such receivables. Schedule 3.11 sets forth an aging of accounts receivable of the Company as of the Interim Balance Sheet Date in the aggregate and by customer (0-30 days, 31-60 days, 60-90 days and greater than 90 days), and indicates for each category the respective amounts of allowances for doubtful accounts. Schedule 3.11 also lists all amounts of accounts receivable which are subject to warranty claims asserted by any customer, including detailed information regarding warranty claims made within the last year, the type and amounts of such claims, and all pending authorized product returns.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11) of reserve for bad debts, if any, contained in the accounts and notes receivable of the COMPANY, as of the Most Recent Balance Sheet Date, including any such amounts which are not reflected and to be contained in the balance sheet as of the Acquisition Audited Balance Sheet Datewas, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reportsor, as the case may be, will be, calculated on a consistent basis which, in the accountslight of past experience, is considered adequate. Except as set forth in Schedule 6.27 attached hereto, all accounts receivable and all notes and other receivables shown on Schedule 5.11 and on receivable of the A/R Aging Reports Acquired Corporations or any entities related to them reflected in the Acquisition Audited Balance Sheet are and shall bewill be fully collectible when due at the aggregate amount shown, less the bad debt allowance stated therein, it being the intent of all of the parties to this Agreement that the Warranting Persons are hereby representing and warranting to Buyer the COMPANY has no reason to believe that any such account full collectibility when due of all of the notes receivable is not or shall not be, collectible and accounts receivable of each Acquired Corporation in the amounts aggregate amount shown (in the case Acquisition Audited Balance Sheet, less the bad debt allowance stated therein. Except as set forth in Schedule 6.27, all notes receivable of each Acquired Corporation are due and payable within one year after the Closing Date. Any such notes receivable due and payable more than one year after the Closing Date ("Long Term Notes") will be fully collectible when due at the aggregate amount shown. Except as further set forth in Schedule 6.27, no Long Term Notes are secured by any interest in property, whether it be real, personal or intangible. The parties acknowledge that after the Amalgamation, the collection policies of Buyer shall apply to all of the accounts of Agency acquired by Buyer and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case Buyer shall be able to cancel for nonpayment any of the former Agency accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions which are not material, either individually or in the aggregate.current under Buyer s guidelines. 6.28

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 6.14 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANYCompany and each CLA Company with an amount due that exceeds $1,000, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and (including receivables from and advances to any employees and or any Stockholder (including the STOCKHOLDERS. Within ten spouses of any Individual Stockholder)) excluding those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 6.14 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports")Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the Closing Date, of the Accounts Receivable. Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.116.14 (as such Schedule shall be updated and delivered with the aging of Accounts Receivable not more than two days prior to the Closing Date), net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable all Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business business. The Accounts Receivable are, and as of the Merger Effective Date will be, collectible or actually collected, in each case net of any respective reserves shown on the Company's or any CLA Company's books and records as of their respective dates (which reserves are adequate and calculated in accordance with GAAP, consistent with past practice and such omissions are not material, either individually or practice). Subject in the aggregatecase of Accounts Receivable reflected on the combined balance sheet of the CLA Companies to such reserves reflected on such balance sheet and except as set forth in Schedule 6.14, each of the Accounts Receivable included in Schedule 6.14 as of the date this Agreement will be collected in full within ninety (90) days after the day on which it first became due and payable. Except as set forth on Schedule 6.14, there is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the balance sheet included in the Audited Financial Statement has been determined in accordance with GAAP, consistent with past practice.

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 6.14 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANYCompany (including, as of the Balance Sheet Datewithout limitation, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten Stockholders) other than those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 6.14 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports"). Except Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging ReportsClosing Date, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports)Accounts Receivable. The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable All Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business consistent with past practice practice. The Accounts Receivable are, and such omissions as of the Closing Date will be, current and collectible net of any respective allowances for collection losses shown on the Company's books and records (which allowances for collection losses are not material, either individually or adequate and calculated consistent with past practice). Subject in the aggregatecase of Accounts Receivable reflected on the Company's Interim Balance Sheet to such allowances for collection losses reflected on such balance sheet, each of the Accounts Receivable will be collected in full within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the Interim Balance Sheet has been determined in accordance with the Company Accounting Methodology, consistent with past practice.

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 6.14 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANYCompany (including, as of the Balance Sheet Datewithout limitation, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten Stockholders) other than those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 6.14 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports"). Except Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging ReportsClosing Date, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports)Accounts Receivable. The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable All Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business consistent with past practice practice. The Accounts Receivable are, and such omissions as of the Closing Date will be, current and collectible net of any respective allowances for collection losses shown on the Company's books and records (which allowances for collection losses are not material, either individually or adequate and calculated consistent with past practice). Subject in the aggregatecase of Accounts Receivable reflected on the Company's Interim Balance Sheet to such allowances for collection losses reflected on such balance sheet, each of the Accounts Receivable will be collected in full within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the Interim Balance Sheet has been determined in accordance with GAAP consistent with past practice.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is Except as set forth on Schedule 5.11) of 5.22, and except for allowances for ------------- doubtful accounts reflected on the Latest Balance Sheet, all accounts receivable and notes receivable of owing to the COMPANY, Company as of the Balance Sheet Datedate hereof constitute, including any such amounts which are not reflected in the balance sheet and as of the Balance Sheet DateClosing shall constitute, valid and including receivables enforceable claims arising from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide transactions in the ordinary course of business consistent with past practice business, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a knowledge of the Seller Group, there are no asserted claims, refusals to pay or other rights of set-off against any thereof. Except as set forth on Schedule 5.22 (including those items categorized as "legal" on ------------- such omissions are not materialSchedule), either individually there is (i) no account debtor or note debtor that is delinquent by more than thirty (30) days for payments due from such account debtor or note debtor in excess of $10,000 in the aggregate, (ii) no account debtor or note debtor that has refused, or, to the best knowledge of the Seller Group, threatened to refuse, to pay its obligations to the Company for any reason, or has otherwise made a claim of set-off or similar claim (other than in amounts not in excess of $5,000 per account debtor or note debtor, or $10,000 in the aggregate), and (iii) to the best knowledge of the Seller Group, no account debtor or note debtor that owes the Company amounts in excess of $10,000 in the aggregate is insolvent or bankrupt. Those items categorized as "legal" on Schedule 5.22 constitute all items that (x) have been placed in the hands of ------------- third party collection agents, (y) are owed by account debtors or note debtors with respect to whom bankruptcy or insolvency or other creditor protection proceedings have been commenced, and/or (z) are owed by account debtors or note debtors who have admitted to the Company an inability to pay all or any portion of any such accounts or notes at any time.

Accounts and Notes Receivable. The COMPANY Except as disclosed in the Disclosure Schedule or in the aging schedule dated as of September 4, 1996 (the "Aging Schedule") provided to Parent as described below: (i) the Company has delivered good right, title and interest in and to HOLDING an accurate list (which is set forth on Schedule 5.11) all of the its accounts receivable and notes receivable of the COMPANYany kind or nature whatsoever, as of the Balance Sheet Datewhether from trade accounts or affiliated parties or otherwise, including any such amounts which are not whether reflected in the balance sheet as Latest Balance Sheet or acquired or generated since the date of the Latest Balance Sheet Date, and including receivables from and advances to employees and (except for those paid or compromised since the STOCKHOLDERS. Within ten (10date of the Latest Balance Sheet) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging ReportsReceivables"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or ; (ii) such accounts none of the Receivables is subject to any mortgage, pledge, lien or security interest of any kind or nature (whether or not of record); (iii) each of the Receivables constitutes a valid and notes receivable were obtained thereafter enforceable claim arising from a bona fide transaction in the ordinary course of business consistent with past practice business, and such omissions there are not materialno claims, either individually refusals to pay or other rights of set-off against any Receivables outstanding as of the date hereof; (iv) no account (as of the date of the Aging Schedule) or note debtor (as of August 31, 1996) whose account or note balance exceeded $10,000 was (as of the indicated date) delinquent in payment by more than ninety (90) days, and there has been no material deterioration in Receivables between the indicated dates and the date of this Agreement; (v) the Aging Schedule of the Receivables previously furnished to Parent is complete and accurate; (vi) the reserve for doubtful accounts set forth in the aggregateLatest Balance Sheet has been established by the Company in accordance with generally accepted accounting principles applied on a consistent basis; and (vii) all of the Receivables will be collected by the Company in accordance with their respective terms, except to the extent of the reserve for doubtful accounts set forth on the Latest Balance Sheet.

Accounts and Notes Receivable. The COMPANY Company has delivered to HOLDING an ----------------------------- Navigant a complete and accurate list list, as of a date not more than two (which is set forth on Schedule 5.112) business days prior to the date hereof, of the accounts and notes receivable of the COMPANYCompany and each of its subsidiaries (including, as of the Balance Sheet Datewithout limitation, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees (which include, without limitation, those shown on Schedule 3.7) and the STOCKHOLDERS. Within ten (10) days prior to Pre-ClosingInterestholders and override receivables, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) financial assistance segment bonus receivables), which includes an aging of all such accounts and notes receivable showing amounts due in 30 30-day aging categories (collectively, the "A/R Aging ReportsAccounts Receivable"). Except On the Closing Date, the Company will deliver to Navigant a complete and accurate list, as of a date not more than two (2) business days prior to the extent reflected on Schedule 5.11 Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes services actually performed. The Accounts Receivable are current and other receivables collectible net of any respective reserves shown on Schedule 5.11 the Company's books and on the A/R Aging Reports records (which reserves are adequate and shall becalculated consistent with past practice). Subject to such reserves, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case each of the accounts Accounts Receivable will be collected in full, without any set-off, within one hundred twenty (120) days after the day on which it first became due and notes receivable set forth on Schedule 5.11payable (other than financial assistance segment receivables which will be collected in full, net of reserves reflected in without any set- off, within one hundred twenty (120) days after the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reportscontract date). The COMPANY There is no contest, claim, or right of set-off, other than rebates and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter returns in the ordinary course of business consistent business, under any contract with past practice any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. To the extent that there is a breach of this representation with respect to the collection of the Accounts Receivable and there is a payment by the Interestholders pursuant to Section 5.3, any claim for monetary damages for such omissions are not material, either individually or in the aggregatebreach shall take into account such payment pursuant to Section 5.3.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11a) of the All accounts and notes receivable of the COMPANY, LAI Companies that are reflected either on the Interim Financial Statements or on the accounting records of the LAI Companies provided to CMC as of the Balance Sheet DateClosing Date (collectively, including any such amounts which are not reflected the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the balance sheet as LAI Companies' ordinary course of the Balance Sheet Datebusiness and, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of Accounts Receivable exceeding $10,000 due with respect to any one Contract of the accounts LAI Companies, pursuant to validly executed sales Contracts or validly executed and notes approved change orders. SECTION 3.10(a) of the Disclosure Schedule separately lists and identifies each amount of any account receivable set forth of any LAI Company in excess of $10,000 with respect to any one Contract of the LAI Companies that (i) constitutes a proposed change order that has not been executed, approved and accepted by all parties to the related Contract, or (ii) represents an advance billing for goods or services for which revenue has not yet been recognized in accordance with GAAP applied on Schedule 5.11, net a consistent basis. The respective reserves shown on the Interim Financial Statements or on the accounting records of reserves reflected in the Balance Sheet LAI Companies provided to CMC as of the Closing Date are adequate and calculated consistent with past practice and, in the case of the accounts and notes receivable set forth in reserve as of the A/R Aging ReportsClosing Date, net will not represent a lesser percentage of reserves the Accounts Receivable as of the Closing Date than the reserve reflected in the A/R Aging Reports). The COMPANY Interim Financial Statements represented of the Accounts Receivable reflected therein and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected will not represent a material adverse change in the balance sheet composition of the COMPANY as such Accounts Receivable in terms of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregateaging.

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 5.13 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and Company with an amount due that exceeds $10,000 (including receivables from and advances to any employees and the STOCKHOLDERS. Within ten or any Stockholder) excluding those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 5.13 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports")Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the Closing Date, of the Accounts Receivable. Except as set forth on Schedule 5.13 (as such Schedule shall be updated and delivered with the aging of Accounts Receivable not more than two days prior to the extent reflected on Schedule 5.11 or as disclosed by Closing Date), all Accounts Receivable represent valid obligations arising from bona fide business transactions in the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall beordinary course of business. The Accounts Receivable are, and as of the COMPANY has no reason to believe that any such account receivable is not or shall not Closing Date will be, collectible or actually collected, in each case net of any respective reserves shown on the amounts shown Company's books and records as of their respective dates (which reserves are adequate and calculated in accordance with GAAP, consistent with past practice). Subject in the case of the accounts and notes receivable set forth Accounts Receivable reflected on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY Company to such reserves reflected on such balance sheet, subject in the case of Accounts Receivable arising subsequent to the date of such balance sheet to such reserves reflected on the Company's books and records which are consistent in magnitude and nature with the reserves reflected on such prior balance sheet and except as set forth in Schedule 5.13, each of the Accounts Receivable included in Schedule 5.13 as of the Balance Sheet Date date this Agreement will be collected in full within ninety (90) days after the day on which it first became due and payable. Except as set forth on Schedule 5.13, there is no contest, claim, counterclaim, defense or (ii) such accounts right of set-off, other than rebates and notes receivable were obtained thereafter returns in the ordinary course of business consistent business, under any contract with past practice and any obligor of any Account Receivable relating to the amount or validity of such omissions are not material, either individually or Account Receivable. The allowance for collection losses on the balance sheet included in the aggregateAudited Financial Statements has been determined in accordance with GAAP.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is Except as set forth on Schedule 5.11) of 5.22, and except for allowances for ------------- doubtful accounts reflected on the Latest Balance Sheet, all accounts receivable and notes receivable owing to the Company or any of the COMPANY, its Subsidiaries as of the Balance Sheet Datedate hereof constitute, including any such amounts which are not reflected in the balance sheet and as of the Balance Sheet DateClosing shall constitute, valid and enforceable claims arising from bona fide transactions in the ordinary course of business, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and, to the best knowledge of the Designated Stockholders, there are no asserted claims, refusals to pay or other rights of set-off against any thereof. Except as set forth on Schedule 5.22 (including receivables from and advances those items categorized as ------------- "legal" on such Schedule), there is (i) no account debtor or note debtor (excluding those debtors attributable to employees and the STOCKHOLDERS. Within ten RFI's "charter business," as defined on Annex IV) that is delinquent by more than thirty (1030) days prior for payments due from -------- such account debtor or note debtor in excess of $10,000 in the aggregate, (ii) no account debtor or note debtor attributable to Pre-ClosingRFI's "charter" business, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent as defined on Annex IV, that owes any payments to the Balance Sheet Date Company or any of its -------- Subsidiaries that have been due for more than one hundred and twenty (y120) an aging of all days from the invoice date for any such accounts and notes receivable showing amounts due in 30 day aging categories payment, (the "A/R Aging Reports"). Except iii) no account debtor or note debtor that has refused, or, to the extent reflected on Schedule 5.11 best knowledge of the Designated Stockholders, threatened to refuse, to pay its obligations to the Company or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reportsits Subsidiaries, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission reason, or has otherwise made a claim of accounts and notes receivable from Schedule 5.11 set-off or the A/R Aging Reports if similar claim (i) such accounts and notes receivable are reflected other than in the balance sheet amounts not in excess of the COMPANY as of the Balance Sheet Date $5,000 per account debtor or (ii) such accounts and notes receivable were obtained thereafter in the ordinary course of business consistent with past practice and such omissions are not materialnote debtor, either individually or $10,000 in the aggregate), and (iv) to the best knowledge of the Designated Stockholders, no account debtor or note debtor that owes the Company or any of its Subsidiaries amounts in excess of $10,000 in the aggregate is insolvent or bankrupt. Those items categorized as "legal" on Schedule 5.22 constitute all items that (x) have been placed in the hands of ------------- third party collection agents, (y) are owed by account debtors or note debtors with respect to whom bankruptcy or insolvency or other creditor protection proceedings have been commenced, and/or (z) are owed by account debtors or note debtors who have admitted to the Company an inability to pay all or any portion of any such accounts or notes at any time.

Accounts and Notes Receivable. The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-Closing, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the ----------------------------- Interim Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter arose in the ordinary course of business consistent with past practice and such omissions have been collected or are not material, either individually or collectible in the aggregatebook amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in such balance sheet. Allowances for doubtful accounts and warranty returns are adequate and have been prepared in accordance with GAAP consistently applied and in accordance with the past practices of the Company. The receivables of the Company arising after the Interim Balance Sheet Date and prior to the Closing arose or will arise in the ordinary course of business and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with the past practices of the Company. None of the receivables of the Company is subject to any claim of offset, recoupment, set off or counterclaim and neither the Company nor either of the Stockholders has any knowledge of any facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No amount of receivables are contingent upon the performance by the Company of any obligation or contract. No person has any lien on any of such receivables and no agreement for deduction or discount has been made with respect to any of such receivables. Schedule 3.11 sets forth an aging of accounts receivable of the Company as of the Interim Balance Sheet Date in the aggregate and by customer (0-30 days, 31-60 days, 60-90 days and greater than 90 days), and indicates for each category the respective amounts of allowances for doubtful accounts. Schedule 3.11 also lists all amounts of accounts receivable which are subject to warranty claims by customer, including detailed information regarding warranty claims made within the last year, the type and amounts of such claims, and all pending authorized product returns.

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 6.14 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANYCompany and each NSJ Company with an amount due that exceeds $1,000, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and (including receivables from and advances to any employees and or any Stockholder (including the STOCKHOLDERS. Within ten spouses of either Individual Stockholder)) excluding those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 6.14 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports")Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the Closing Date, of the Accounts Receivable. Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.116.14 (as such Schedule shall be updated and delivered with the aging of Accounts Receivable not more than two days prior to the Closing Date), net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable all Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business business. The Accounts Receivable are, and as of the Merger Effective Date will be, collectible or actually collected, in each case net of any respective reserves shown on the Company's or any NSJ Company's books and records as of their respective dates (which reserves are adequate and calculated in accordance with GAAP, consistent with past practice and such omissions are not material, either individually or practice). Subject in the aggregate.case of Accounts Receivable reflected on the combined balance sheet of the Company and the NSJ Companies to such reserves reflected on such balance sheet and except as set forth in Schedule 6.14, each of the Accounts Receivable included in Schedule 6.14 as of the date this Agreement will be collected in full within ninety (90) days after the day on which it first became due and payable. Except as set forth on Schedule 6.14, there is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the balance sheet included in the

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 6.14 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANYCompany and each Subsidiary (including, as of the Balance Sheet Datewithout limitation, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten Stockholders) other than those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 6.14 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports")Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the Closing Date, of the Accounts Receivable. Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.116.14(b), net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports). The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable all Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business consistent with past practice practice. The Accounts Receivable are, and as of the Closing Date and the Merger Effective Date will be, collectible net of any respective reserves shown on each Company's books and records (which reserves are adequate and calculated consistent with past practice). Subject in the case of Accounts Receivable reflected on the Company's balance sheet to such reserves reflected on such balance sheet, 80% of the Accounts Receivable will be collected in full within ninety (90) days, and 95% will be collected in full within 120 days, after the day on which it first became due and payable; provided, however, that this shall not limit the Stockholders' indemnification obligations under this Agreement with respect to any Accounts Receivable not collected thereafter; provided, further, to the extent that such indemnification obligations have been satisfied with respect to such uncollected Accounts Receivable and such omissions Accounts Receivable are not materialcollected thereafter, either individually the Stockholders shall be entitled to the benefit of such Accounts Receivable. There is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the aggregateordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the audited consolidated balance sheet as of the Audited Balance Sheet Date has been determined in accordance with GAAP consistent with past practice.

Accounts and Notes Receivable. The COMPANY Each of the COMPANIES has delivered to HOLDING VPI an accurate list (which is set forth on Schedule 5.11) of the accounts and notes receivable of the such COMPANY, as of the Balance Sheet Date, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior Each of the COMPANIES shall also provide to Pre-Closing, the COMPANY shall provide HOLDING VPI (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date up to the Pre-Closing Date and (y) an aging of all such accounts and notes receivable showing amounts due in 30 day aging categories (the "A/R Aging Reports"). Except to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY COMPANIES to HOLDING VPI in a writing accompanying the A/R Aging Reports, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, be collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11shown, net of reserves reflected in the balance sheet as of the Balance Sheet and, in the case Date with respect to accounts receivable as of the accounts Balance Sheet Date, and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports)books and records of each COMPANY (consistent with the methods used for the balance sheet) with respect to accounts receivable of such COMPANY after the Balance Sheet Date. The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission For purposes of determining collectibility of accounts and notes receivable from Schedule 5.11 or under this Section 5.11, during the A/R Aging Reports if one-year period immediately following the Closing Date, (a) the sum of (i) such 50% of payments received by the COMPANY from each payor entity on accounts and notes receivable are reflected in the balance sheet of the COMPANY and (ii) any amount not applied under clause (b) shall be applied to reduce accounts receivable from such payor entity existing as of the Balance Sheet Closing Date and (b) an amount equal to the lesser of (i) 50% of such payments or (ii) the unpaid balance generated after the Closing Date shall be applied to reduce the unpaid balance, as of the date the payment is received, of accounts receivable generated from such payor entity after the Closing Date. For example, assuming that the Company X account reflects a balance due to the COMPANY of $1000 as of the Closing Date and on a date two months after the Closing Date, and reflects an additional balance due of $500 during the two-month period immediately following the Closing Date, and further assuming that Company X pays $900 on its accounts receivable to the COMPANY at the end of such two-month period, such $900 payment shall be applied to reduce the Closing Date Company X account balance from $1000 to $550 and notes to reduce the post-Closing Company X account balance from $500 to $50. If at the time a payment is received by the COMPANY there are no unpaid accounts receivable were obtained from the payor entity generated after the Closing Date, the payment shall be applied in its entirety to the unpaid balance of the accounts receivable from the payor entity existing as of the Closing Date. Payments received by the COMPANY after the first anniversary of the Closing Date on accounts receivable of the COMPANY shall first be applied in their entirety (and not on a 50/50 basis) to reduce the unpaid balance of the accounts receivable existing as of the Closing Date until such unpaid balance shall have been paid in full, and thereafter in shall be applied to reduce accounts receivable generated after the ordinary course of business consistent with past practice and such omissions are not material, either individually or in the aggregateClosing Date.

Accounts and Notes Receivable. The COMPANY Company has delivered to HOLDING an Buyer a complete and accurate list list, as of a date not more than two (which is set forth on Schedule 5.112) business days prior to the date hereof, of the accounts and notes receivable of the COMPANY, as of the Balance Sheet Date, Company (including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including without limitation receivables from and advances to employees and the STOCKHOLDERS. Within ten (10) days prior to Pre-ClosingStockholders), the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) which includes an aging of all such accounts and notes receivable showing amounts due in 30 thirty (30) day aging categories (collectively, the "A/R Aging ReportsAccounts Receivable"). Except On the Closing Date, the Company will deliver to Buyer a complete and accurate list, as of a date not more than two (2) business days prior to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging ReportsClosing Date, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Accounts Receivable which is contained in Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports)3.14. The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable All Accounts Receivable represent valid obligations arising from Schedule 5.11 sales actually made or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter services actually performed in the ordinary course of business business. The Accounts Receivable are current and collectible net of any respective reserves shown on the Company's books and records (which reserves are adequate and calculated consistent with past practice practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within one hundred twenty (120) days after the day on which it first became due and such omissions are not materialpayable. There is no contest, either individually claim, or right of set-off, other than rebates and returns in the aggregateordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Notwithstanding anything in the foregoing to the contrary, no representations or warranties are made with respect to accounts receivable of the Company included within the Distributed Assets (as defined in Section 1.2(b)), and the term "Accounts Receivable" as used in this Agreement shall not include any such Distributed Assets.

Accounts and Notes Receivable. The COMPANY has delivered Attached hereto as Schedule 6.14 is a complete and accurate list, as of a date not more than two days prior to HOLDING an accurate list (which is set forth on Schedule 5.11) the date of this Agreement, of the accounts and notes receivable of the COMPANYCompany (including, as of the Balance Sheet Datewithout limitation, including any such amounts which are not reflected in the balance sheet as of the Balance Sheet Date, and including receivables from and advances to employees and the STOCKHOLDERS. Within ten Stockholders) other than those arising out of Leases (10) days prior to Pre-Closingcollectively, the COMPANY shall provide HOLDING (x) an accurate list of all outstanding receivables obtained subsequent to the Balance Sheet Date and (y) "Accounts Receivable"). Schedule 6.14 includes an aging of all such accounts and notes receivable Accounts Receivable showing amounts due in 30 30-day aging categories (categories. On the "A/R Aging Reports"). Except Closing Date, the Stockholders will deliver to UniCapital a complete and accurate list, as of a date not more than two days prior to the extent reflected on Schedule 5.11 or as disclosed by the COMPANY to HOLDING in a writing accompanying the A/R Aging ReportsClosing Date, as the case may be, the accounts, notes and other receivables shown on Schedule 5.11 and on the A/R Aging Reports are and shall be, and the COMPANY has no reason to believe that any such account receivable is not or shall not be, collectible in the amounts shown (in the case of the accounts and notes receivable set forth on Schedule 5.11, net of reserves reflected in the Balance Sheet and, in the case of the accounts and notes receivable set forth in the A/R Aging Reports, net of reserves reflected in the A/R Aging Reports)Accounts Receivable. The COMPANY and the STOCKHOLDERS shall have no liability pursuant to Section 11 for any inadvertent omission of accounts and notes receivable All Accounts Receivable represent valid obligations arising from Schedule 5.11 or the A/R Aging Reports if (i) such accounts and notes receivable are reflected in the balance sheet of the COMPANY as of the Balance Sheet Date or (ii) such accounts and notes receivable were obtained thereafter bona fide business transactions in the ordinary course of business consistent with past practice practice. The Accounts Receivable are, and such omissions as of the Closing Date will be, current and collectible net of any respective allowances for collection losses shown on the Company's books and records or on Schedule 6.14 (which allowances for collection losses are not material, either individually or adequate and calculated consistent with past practice). Subject in the aggregatecase of Accounts Receivable reflected on the Company's Interim Balance Sheet to such allowances for collection losses reflected on such balance sheet or on Schedule 6.14, each of the Accounts Receivable will be collected in full within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, counterclaim, defense or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of any Account Receivable relating to the amount or validity of such Account Receivable. The allowance for collection losses on the Interim Balance Sheet or on Schedule 6.14 has been determined in accordance with the Company Accounting Methodology consistent with past practice.