Common use of Accounts and Notes Receivable Clause in Contracts

Accounts and Notes Receivable. Schedule 5.07 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.07. Schedule 5.07 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.07, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date.

Appears in 4 contracts

Samples: Acquisition Agreement and Plan of Reorganization (Us Concrete Inc), Acquisition Agreement and Plan of Reorganization (Us Concrete Inc), Acquisition Agreement and Plan of Reorganization (Us Concrete Inc)

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Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the each Company as of the Balance Sheet Date and of those generated invoiced between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance SheetSheets. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the CompanyCompanies, including without limitation those classified as current assets on the Interim Balance SheetSheets, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company Companies (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company Companies after the Balance Sheet Date. The preceding sentence shall not be deemed or construed as a guarantee by the Companies or the Stockholders of the collection of any such trade or account receivable.

Appears in 2 contracts

Samples: Acquisition Agreement and Plan of Reorganization (Quanta Services Inc), Acquisition Agreement and Plan of Reorganization (Quanta Services Inc)

Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated invoiced between the Balance Sheet Date and the second third business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance SheetSheets. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance SheetSheets, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are should be collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date. The preceding sentence shall not be deemed or construed as a guarantee by the Company or the Stockholders of the collectability of any particular trade account or any particular note receivable of the Company.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Quanta Services Inc)

Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated invoiced between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date.

Appears in 1 contract

Samples: Acquisition Agreement (Quanta Services Inc)

Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated invoiced between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date. The preceding sentence shall not be deemed or construed as a guarantee by the Company or the Employee Stockholders of the collection of any such trade or account receivable.

Appears in 1 contract

Samples: Acquisition Agreement (Quanta Services Inc)

Accounts and Notes Receivable. Schedule 5.07 4.07 sets forth an accurate list of the accounts and notes receivable of the each Company as of the Balance Sheet Date and of those generated between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.074.07. Schedule 5.07 4.07 also sets forth an accurate aging of all accounts and notes receivable of each Company as of the Balance Sheet Date, showing amounts due in 30-day aging categories. The trade and other accounts receivable of the CompanyCompanies, including without limitation those classified as current assets on the Interim Balance SheetSheets, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and and, in the good faith belief of the Stockholders, are collectible in the amounts shown on Schedule 5.074.07, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company Companies (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company Companies after the Balance Sheet Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Us Concrete Inc)

Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated invoiced between the Balance Sheet Date and the second business day preceding the Closing DateJuly 24, 1998, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company created after the Balance Sheet Date.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Bio Vascular Inc)

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Accounts and Notes Receivable. Schedule 5.07 SCHEDULE 4.8 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of affiliated with the Stockholders are separately identified in Schedule 5.07on SCHEDULE 4.8. Schedule 5.07 SCHEDULE 4.8 also sets forth an accurate aging of all accounts and notes receivable as of the Balance Sheet Date, showing amounts due in 30-30- day aging categories. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, and are stated in accordance with GAAP GAAP. The trade and accounts receivable of the Company that are classified as current assets on the Interim Balance Sheet, subject to the reserve for doubtful accounts reflected in the Interim Balance Sheet, need not be written-off as uncollectible. Such accounts and notes are collectible in the amounts amount shown on Schedule 5.07SCHEDULE 4.8, net of reserves for doubtful accounts reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet DateSheet.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Palex Inc)

Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated invoiced between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders Stockholder and any entities or persons related to or Affiliates of the Stockholders Stockholder are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date.

Appears in 1 contract

Samples: Acquisition Agreement (Quanta Services Inc)

Accounts and Notes Receivable. Schedule 5.07 5.7 sets forth an accurate list of the accounts and notes receivable of the Company as of the Balance Sheet Date and of those generated between the Balance Sheet Date and the second business day preceding the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Stockholders and any entities or persons related to or Affiliates of the Stockholders are separately identified in Schedule 5.075.7. Schedule 5.07 5.7 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. The trade and other accounts receivable of the Company, including without limitation those classified as current assets on the Interim Balance Sheet, are bona fide receivables, were acquired in the ordinary course of business, are stated in accordance with GAAP and are collectible in the amounts shown on Schedule 5.075.7, net of reserves reflected in the Interim Financial Statements with respect to the accounts receivable as of the Balance Sheet Date, and net of reserves reflected in the books and records of the Company (consistent with the methods used in the Interim Financial Statements) with respect to receivables of the Company after the Balance Sheet Date.

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Reorganization (Synovis Life Technologies Inc)

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