Common use of Accounts and Notes Receivable Clause in Contracts

Accounts and Notes Receivable. Each Partnership has delivered to USFloral a complete and accurate list, as of a date not more than two business days prior to the date hereof, of the accounts and notes receivable of such Partnership (including without limitation receivables from and advances to employees and the Sellers), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership will deliver to USFloral a complete and accurate list, as of a date not more than two business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnership's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Purchase Agreement (U S a Floral Products Inc)

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Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral a complete and accurate list, as of a date not more than two ten (10) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral a complete and accurate list, as of a date not more than two ten (10) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral Buyer a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in thirty (30-) day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral Buyer a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Except as set forth on Schedule 3.14, the Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, and except as set forth on Schedule 3.14, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first became due and payable. There Except as set forth on Schedule 3.14, there is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Workflow Management Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral Shentel a complete and accurate list, as of a date not more than two five (5) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including including, without limitation limitation, receivables from and advances to employees and the Sellers(which include, without limitation, those shown on Schedule 3.6), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral Shentel a complete and accurate list, as of November 22, 2004, but in no event a date not more than two ten (10) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of businessperformed. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first became due and payablepayable (other than financial assistance segment receivables which will be collected in full, without any set-off, within one hundred twenty (120) days after the contract date). There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Interest Purchase Agreement (Shenandoah Telecommunications Co/Va/)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one-hundred twenty (120) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payableClosing. There is no contest, claim, or right of set-off, other than rebates rebates, credits and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership Company (including without limitation receivables from and advances to employees and the SellersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnership's respective the Companies' books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees employees, the Stockholder and the SellersPrincipal), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Stock Purchase Agreement (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership Company (including without limitation receivables from and advances to employees and the SellersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipsuch Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject Except as disclosed in Schedule 5.12 (which sets forth Accounts Receivable not reasonably expected to be collected within one hundred twenty (120) days), subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

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Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated calculated, in accordance with GAAP, consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payable; provided, however, any Accounts Receivable of Wal-Mart Corporation will be collected in full without any set-off, within one hundred and twenty (120) days after the day on which it first became due and payable, unless otherwise agreed by the parties. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholder), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Merger Agreement (U S a Floral Products Inc)

Accounts and Notes Receivable. Each The Partnership has delivered to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such the Partnership (including without limitation receivables from and advances to employees employees, Partners and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each the Partnership will deliver to USFloral a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Except as disclosed in Schedule 5.12, (i) the Accounts Receivable are current and collectible net of any respective reserves shown on each the Partnership's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject ; and (ii) subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety (90) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (U S a Floral Products Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral Buyer a complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees employees, Tarr and the SellersStockholder), which xxxxh includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral Buyer a complete and accurate list, as of a date not more than two (2) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnershipthe Company's respective books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Workflow Management Inc)

Accounts and Notes Receivable. Each Partnership The Company has delivered to USFloral Buyer a ----------------------------- complete and accurate list, as of a date not more than two (2) business days prior to the date hereof, of the accounts and notes receivable of such Partnership the Company (including without limitation receivables from and advances to employees and the SellersStockholders), which includes an aging of all accounts and notes receivable showing amounts due in thirty (30-) day aging categories (collectively, the "Accounts Receivable"). On the Closing Date, each Partnership the Company will deliver to USFloral Buyer a complete and accurate list, as of a date not more than two five (5) business days prior to the Closing Date, of the Accounts Receivable. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on each Partnership's respective books and records the Company Financial Statements (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable will be collected in full, without any set-off, within ninety days after the day on which it first became due and payable. There is no contest, claim, or right of set-off, other than rebates and returns in the ordinary course of business, under any contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable.

Appears in 1 contract

Samples: Purchase Agreement (Workflow Management Inc)

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