Common use of Accounts Receivable, Accounts Payable and Inventory Clause in Contracts

Accounts Receivable, Accounts Payable and Inventory. (a) The accounts receivable of WinDoor reflected on the Balance Sheet are stated thereon in accordance with GAAP, consistently applied, and have arisen from bona fide transactions entered into by WinDoor involving the sale of goods actually made or the actual rendering of services in the Ordinary Course of Business. All accounts receivable that arose after the Balance Sheet Date have been recorded on the books and records of WinDoor in accordance with the Ordinary Course of Business and have arisen from bona fide transactions entered into by WinDoor involving the sale of goods actually made or the actual rendering of services in the Ordinary Course of Business. There are no pending or, to such Seller Party’s Knowledge, asserted disputes, refusals to pay or other rights of setoff against any of such accounts receivable. Nothing contained in this Section 4.10 shall constitute a guarantee by either of the Companies or any other Person of the collectability of any accounts receivable. LTE does not have any accounts receivable. (b) Schedule 4.10(b) lists: (i) all accounts payable of each of the Companies as of the Balance Sheet Date and the aging thereof, and (ii) any customer deposits or other deposits held by each of the Companies. All accounts payable of each Company that arose after the Balance Sheet Date have been recorded on the accounting books and records of such Company in accordance with such Company’s past practice in accordance with GAAP, consistently applied. All of the accounts payable reflected on the Balance Sheets of each Company are stated thereon in accordance with GAAP, consistently applied, represent bona fide transactions for purchases actually made or services actually received by such Company and arose in the Ordinary Course of Business. (c) WinDoor’s Inventory is of good and merchantable material, is of a quality and quantity usable or salable in the Ordinary Course of Business, subject to reserves for obsolete, damaged, defective or slow-moving Inventory reflected on the Balance Sheets which have, in a manner consistent with the historical accounting policies and procedures of WinDoor, been written off or written down to fair market value or for which adequate reserves have been established. Such Inventory is carried on the books and records of WinDoor in accordance with GAAP, using the same accounting methods, historical policies, practices, principles and procedures with consistent classifications and estimation methodologies as were used in the preparation of the Financial Statements. All of the raw materials and work in process Inventory of WinDoor reflected on the Balance Sheets and all Inventory acquired since the Balance Sheet Date can reasonably be expected to be consumed, obsoleted, written down or written off in the Ordinary Course of Business. LTE does not have any Inventory.

Accounts Receivable, Accounts Payable and Inventory. For --------------------------------------------------- the purposes of this Agreement, the term "Accounts Receivable" shall mean all trade accounts receivable and all notes, bonds and other evidences of indebtedness of and rights to receive payments arising out of sales recurring in the conduct of the business and the security agreements related thereto, involving any rights of Target with respect to any third party collection proceedings or any other action, suit, proceeding or arbitration by any person or any investigation by any government body. The term "Accounts Payable" shall mean all accounts payable of the Target as such would be construed under GAAP. The term "Inventory" shall mean inventory, raw materials, work-in-progress, finished goods, consigned goods, merchandise, products under research and development, demonstration, equipment, packaging materials and other accessories related thereto which are held at, or are in transit from or to, the locations at which the business of Target is conducted, or located at supplier's premises or customer's premises on consignment, in each case, which are used or held for use in the conduct of the businesses, including any of the foregoing purchased subject to any conditioned sales or title retention agreement in favor of any other person, together with all rights against suppliers of such inventories. Except as set forth on Schedule 3.5, all Accounts Receivable (net of allowances ------------ for doubtful accounts) reflected on the June 30, 1999 audited balance sheet, attached hereto as Schedule 3.6 (the "June 30 Balance Sheet"), and all Accounts Receivable arising subsequent to June 30, 1999 (net of allowances for doubtful accounts), (a) The accounts receivable of WinDoor reflected on the Balance Sheet are stated thereon in accordance with GAAP, consistently applied, and have arisen from bona fide sales transactions entered into by WinDoor involving the sale of goods actually made or the actual rendering of services in the Ordinary Course ordinary course of Business. All accounts receivable that arose after the Balance Sheet Date have been recorded business on the books ordinary trade terms, (b) represent valid and records of WinDoor binding obligations due to, enforceable in accordance with the Ordinary Course of Business and have arisen from bona fide transactions entered into by WinDoor involving the sale of goods actually made or the actual rendering of services in the Ordinary Course of Business. There are no pending or, to such Seller Party’s Knowledge, asserted disputes, refusals to pay or other rights of setoff against any of such accounts receivable. Nothing contained in this Section 4.10 shall constitute a guarantee by either of the Companies or any other Person of the collectability of any accounts receivable. LTE does not have any accounts receivable. (b) Schedule 4.10(b) lists: (i) all accounts payable of each of the Companies as of the Balance Sheet Date and the aging thereoftheir terms, and (iic) any customer deposits or other deposits held by each of the Companies. All accounts payable of each Company that arose after the Balance Sheet Date have been collected or are collectible in the ordinary course of business in the aggregate recorded on the accounting books and records of such Company amounts thereof in accordance with such Company’s past practice in accordance with GAAPtheir terms without valid set-off or counterclaim. The reserve for uncollectible Accounts Receivables as of June 30, consistently applied2000 is adequate. All of the accounts payable reflected on the Balance Sheets of each Company Accounts Payable which are stated thereon due and owing have been or will be paid in accordance with GAAP, consistently applied, represent bona fide transactions for purchases actually made or services actually received by such Company and arose full in the Ordinary Course ordinary course and Target is not aware of Business. any claim otherwise. Schedule 3.5 sets forth all Accounts Payable as of June ------------ 30, 2000 which are individually in excess of $10,000, which will be due and owing within sixty (c60) WinDoor’s days after the Effective Time. Schedule 3.5 lists any ------------ obligor which together with all of its affiliates owed uncollected amounts to the Target in an aggregate amount of $25,000 or more as of June 30, 2000. Except as set forth on Schedule 3.5, all Inventory is of good and merchantable material, is consists of a quality and ------------ quantity usable or and salable in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, subject to reserves for obsolete, damaged, defective or slow-moving Inventory reflected on the Balance Sheets which have, in a manner consistent with the historical accounting policies normal and procedures of WinDoor, been written off or written down to fair market value or for which adequate reserves have been established. Such Inventory is carried on the books and records of WinDoor in accordance with GAAP, using the same accounting methods, historical policies, practices, principles and procedures with consistent classifications and estimation methodologies as were used customary allowances in the preparation industry for spoilage, damage and outdated items. Except as set forth on Schedule 3.5, all items included in the Inventory are the property of the Financial Statements. All ------------ Target, free and clear of the raw materials any lien, have not been pledged as collateral, are not held on consignment from others and work conform in process all material respects to all standards applicable to such Inventory of WinDoor reflected on the Balance Sheets and all Inventory acquired since the Balance Sheet Date can reasonably be expected to be consumed, obsoleted, written down or written off in the Ordinary Course of Business. LTE does not have its use or sale imposed by any Inventorylaw.

Accounts Receivable, Accounts Payable and Inventory. (a) The accounts receivable of WinDoor Except as set forth on Schedule 2.20(a), the Accounts Receivable reflected on in the Latest Balance Sheet, and all Accounts Receivable arising since the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied, and have arisen from bona fide transactions entered into by WinDoor involving the sale of goods actually made or the actual rendering of services in the Ordinary Course of Business. All accounts receivable that arose after the Balance Sheet Date have been recorded on the books and records of WinDoor in accordance with the Ordinary Course of Business and have arisen from bona fide transactions entered into by WinDoor involving the sale of goods actually made or the actual rendering of services in the Ordinary Course of Business. There are no pending or, to such Seller Party’s Knowledge, asserted disputes, refusals to pay or other rights of setoff against any of such accounts receivable. Nothing contained in this Section 4.10 shall constitute a guarantee by either of the Companies or any other Person of the collectability of any accounts receivable. LTE does not have any accounts receivable. (b) Schedule 4.10(b) lists: (i) all accounts payable of each of the Companies as of the Balance Sheet Date and the aging thereof, and (ii) any customer deposits or other deposits held by each of the Companies. All accounts payable of each Company that arose after the Balance Sheet Date have been recorded on the accounting books and records of such Company in accordance with such Company’s past practice in accordance with GAAP, consistently applied. All of the accounts payable reflected on the Balance Sheets of each Company are stated thereon in accordance with GAAP, consistently appliedDate, represent bona fide transactions claims, arms-length transactions, against debtors for purchases actually made sales, services performed or services actually received by such Company and arose other charges arising in the Ordinary Course of Business. (b) Except as set forth on Schedule 2.20(b), all accounts payable and other payables of the Company arose in bona fide arm’s-length transactions in the Ordinary Course of Business and no such account payable or other payable is delinquent in its payment per its terms other than amounts due that are contested in the Ordinary Course of Business. All lease payments, utilities, payroll and/or any and all payables owed by the Company that were due in accordance with their terms on a date before the Closing Date have been paid or reserved for on the Financial Statements in full prior to Closing and there are no outstanding material amounts due with respect to such items. (c) WinDoor’s All material items of Inventory included in the assets reflected on the Latest Balance Sheet or acquired after the Latest Balance Sheet Date and prior to the Closing Date (i) were acquired in the Ordinary Course of Business, (ii) are owned free and clear of any Liens (other than Permitted Liens), (iii) have been valued in a manner consistent with past practice (including, without limitation, the method of computing overhead and other indirect expenses to applied to Inventory) and in accordance with GAAP. Except as set forth on Schedule 2.20(c), none of the material Inventory is of good a quantity or quality not usable and merchantable material, is of a quality and quantity usable or salable in the Ordinary Course of Business, subject to reserves for obsoleteis surplus, damaged, defective obsolete or slow-moving moving, or is not merchantable and fit for its intended use. For purposes of this Section 2.20(c), “surplus” means Inventory reflected that on a per part basis exceeds the Balance Sheets which have, in amount of such part sold during the prior twelve month period and “obsolete” means Inventory that on a manner consistent with the historical accounting policies and procedures of WinDoor, per part basis has not been written off or written down to fair market value or for which adequate reserves have been established. Such Inventory is carried on the books and records of WinDoor in accordance with GAAP, using the same accounting methods, historical policies, practices, principles and procedures with consistent classifications and estimation methodologies as were used sold in the preparation of the Financial Statements. All of the raw materials and work in process Inventory of WinDoor reflected on the Balance Sheets and all Inventory acquired since the Balance Sheet Date can reasonably be expected to be consumed, obsoleted, written down or written off in the Ordinary Course of Business. LTE does not have any Inventoryprior twelve month period.