Common use of Accounts Receivable; Accounts Payable; Inventories Clause in Contracts

Accounts Receivable; Accounts Payable; Inventories. (a) All of the accounts receivable of the Company are valid claims, subject to no set-off or counterclaim, and, to its knowledge, fully collectible in the normal course of business; provided, however, that the foregoing is not a guarantee that such accounts receivable will be fully collected. The reserve for doubtful accounts stated in the Base Balance Sheet is in accordance with generally accepted accounting principles of the United States and is believed in good faith to be reasonable and appropriate. The Company does not have any accounts receivable or loans receivable from any person with whom it is affiliated or any of its directors, officers, employees or shareholders. (b) All accounts payable and notes payable of the Company arose in bona fide arm's length transactions in the ordinary course of business and no such account payable or note payable is delinquent in its payment, except for such account payable or note payable that is subject to a bona fide dispute or payment arrangement. The Company has no account payable to any person with whom it is affiliated or any of its directors, officers, employees or shareholders. (c) The values of the inventories stated in the Base Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with generally accepted accounting principles of the United States, consistently applied. Any inventory writedowns have been done in the ordinary course of business consistent with the Company's historical inventory practices. Purchase commitments for raw materials and parts are not in excess of normal requirements and none are at prices materially in excess of current market prices. All of the Company's inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company's experience in prior years, taking into account fluctuations and trends in the market in which its goods and services are sold. Since the date of the Base Balance Sheet, no inventory items have been sold or disposed of except through sales in the ordinary course of business at profit margins consistent with the Company's experience in prior years taking into account fluctuations and trends in the market in which its goods and services are sold, and all sales commitments made for the Company's products are at prices not less than inventory values plus selling expenses and said profit margins.

Accounts Receivable; Accounts Payable; Inventories. (a) All of the accounts receivable of the Company as of the date of the Base Balance Sheet are set forth on Schedule 3.9. All of the accounts receivable of the Company arose in the ordinary course of business, are valid and enforceable claims, subject to no set-off or counterclaim, and, to its knowledge, and are fully collectible in the normal course of business; provided, however, that except to the foregoing is not a guarantee that such extent of any reserve for uncollectible accounts receivable will be fully collected. The reserve for doubtful accounts stated in set forth on the Base Balance Sheet is in accordance with generally accepted accounting principles Sheet. Since the date of the United States Base Balance Sheet, the Company has collected its accounts and intends to collect its accounts receivable in the ordinary course of its business and in a manner which is believed in good faith consistent with past practices and has not and does not intend to be reasonable and appropriateaccelerate any such collections. The Company does not have any accounts receivable or loans receivable from any person Person affiliated with whom it is affiliated or any of its directors, officers, employees or shareholdersstockholders. (b) All accounts payable and notes payable of the Company arose as of the date of the Base Balance Sheet in bona fide armthe amount of $10,000 or more are set forth on Schedule 3.9. Except as set forth on Schedule 3.9, the terms of the Company's length transactions accounts payable are normal and customary and in all cases contain terms requiring payment in full within sixty (60) days. None of such accounts payable has been outstanding for more than sixty (60) days and the Company has no agreements, arrangements or understandings, whether oral or written, that alter the normal and customary terms requiring payment for its accounts payable. (c) Except as set forth on Schedule 3.9, all of the Company's inventory items are of a quality and quantity salable in the ordinary course of business and no such account payable or note payable is delinquent in its paymentbusiness. Except as set forth on Schedule 3.9, except for such account payable or note payable that is subject to a bona fide dispute or payment arrangement. The Company has no account payable to any person with whom it is affiliated or any of its directors, officers, employees or shareholders. (c) The the values of the inventories stated in the Base Balance Sheet Sheet, subject to any reserve for obsolescence set forth on the Base Balance Sheet, reflect the normal inventory valuation policies of the Company and were determined in accordance with generally accepted accounting principles of GAAP applied consistently during the United Statesperiods covered thereby. Except as set forth on Schedule 3.9, consistently applied. Any inventory writedowns have been done in the ordinary course of business consistent with the Company's historical inventory practices. Purchase purchase commitments for raw materials and parts are not in excess of normal requirements and none are at prices materially in excess of current market prices. All of the Company's inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company's experience in prior years, taking into account fluctuations and trends in the market in which its goods and services are sold. Since the date of the Base Balance Sheet, no inventory items have been sold or disposed of except through sales in the ordinary course of business at profit margins consistent with the Company's experience in prior years taking into account fluctuations and trends in the market in which its goods and services are soldyears, and all sales commitments made for the Company's products are at prices not less than inventory values plus selling expenses and said profit margins.

Accounts Receivable; Accounts Payable; Inventories. (a) All of the accounts receivable of the Company and its Subsidiaries are valid claimsand enforceable claims consistent with and subject to the Company's bad debt reserve as set forth on the Base Balance Sheet, are subject to no set-off or counterclaim, and, to its knowledge, fully collectible arose in the normal ordinary course of business; provided, however, that the foregoing is not a guarantee that such accounts receivable will be fully collected. The reserve for doubtful accounts stated in and are reflected on the Base Balance Sheet is in accordance a manner consistent with generally accepted accounting principles past practice. Since the date of the United States Base Balance Sheet, the Company and is believed in good faith to be reasonable and appropriate. The Company does not its Subsidiaries have any collected their accounts receivable or loans receivable from in the ordinary course of their business and have not accelerated any person with whom it is affiliated or any of its directors, officers, employees or shareholderssuch collections. (b) All accounts payable and notes payable of the Company and its Subsidiaries arose in bona fide arm's length transactions in the ordinary course of business business. Since the date of the Base Balance Sheet, the Company and no such account its Subsidiaries have paid their accounts payable or note payable is delinquent in its payment, except for such account payable or note payable that is subject to a bona fide dispute or payment arrangement. The Company has no account payable to any person with whom it is affiliated or any the ordinary course of its directors, officers, employees or shareholderstheir business. (c) All of the inventory items of the Company and its Subsidiaries are of a quality and quantity salable in the ordinary course of business. The values of the inventories stated in the Base Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with generally accepted accounting principles of the United States, GAAP consistently applied. Any inventory writedowns have been done in the ordinary course of business consistent with the Company's historical inventory practices. Purchase commitments for raw materials and parts are not in excess of normal requirements and none are at prices materially in excess of current market prices. All of the Company's inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company's experience in prior years, taking into account fluctuations and trends in the market in which its goods and services are sold. Since the date of the Base Balance Sheet, no inventory items have been sold or disposed of except through sales in the ordinary course of business at profit margins consistent with business. Since October 1, 2004, neither the Company's experience Company nor any Subsidiary of the Company (i) has delivered to any of its distributors, inventory in prior years taking into account fluctuations and trends excess of the amount that was requested by such distributor, or (ii) requested that any such distributor take delivery of any amount of inventory in excess of the market in which its goods and services are sold, and all sales commitments made for the Company's products are at prices not less than inventory values plus selling expenses and said profit marginsamount so requested by such distributor.

Accounts Receivable; Accounts Payable; Inventories. (a) All of the accounts receivable of the Company are valid and enforceable claims, are subject to no set-off or counterclaim, and, to its knowledge, and are fully collectible in the normal course of business; provided, however, that after deducting the foregoing is not a guarantee that such accounts receivable will be fully collected. The reserve for doubtful accounts stated in the Base Balance Sheet Sheet, which reserve is in accordance with generally accepted accounting principles GAAP. Since the Balance Sheet Date, the Company has collected its accounts receivable in the ordinary course of the United States business and is believed in good faith to be reasonable and appropriatehas not accelerated any such collections. The Company does not have any accounts receivable or loans receivable from any person Person which is Affiliated with whom it is affiliated or any of its directors, officers, employees or shareholdersstockholders. (b) All accounts payable and notes payable of the Company arose in bona fide arm's ’s length transactions in the ordinary course of business and no such account payable or note payable is delinquent in its payment. Since the Balance Sheet Date, except for such account the Company has paid its accounts payable or note payable that is subject to a bona fide dispute or payment arrangementin the ordinary course of business. The Company has no account payable to any person Person which is Affiliated with whom it is affiliated or any of its directors, officers, employees or shareholdersstockholders. (c) All of the Company’s inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company’s prior experience. All inventory items on the Books and Records and Financial Statements reflect write-downs to realizable values in the case of items which have become obsolete or unsalable (except at prices less than cost) through regular distribution channels in the ordinary course of business. The values of the inventories stated in the Base Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with generally accepted accounting principles of the United StatesGAAP, consistently applied. Any inventory writedowns have been done in the ordinary course of business consistent with the Company's historical inventory practices. Purchase commitments for raw materials and parts are not in excess of normal requirements and none are at prices materially in excess of current market prices. All of the Company's inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company's experience in prior years, taking into account fluctuations and trends in the market in which its goods and services are sold. Since the date of the Base Balance SheetSheet Date, no inventory items have been sold or disposed of except through sales in the ordinary course of business at profit margins consistent with the Company's experience in ’s prior years taking into account fluctuations and trends in the market in which its goods and services are soldexperience, and all sales commitments made for the Company's ’s products are at prices not less than inventory values plus selling expenses and said profit margins.

Accounts Receivable; Accounts Payable; Inventories. (a) All of the accounts receivable of the Company as of the Closing are set forth on SCHEDULE 3.9. Except as set forth ON SCHEDULE 3.9, all of the accounts receivable of the Company are valid and enforceable claims, are subject to no set-off or counterclaim, and, to its knowledge, and are fully collectible in the normal course of business; provided, however, that net of the foregoing is not a guarantee that such accounts receivable will be fully collected. The reserve amount of reserves for doubtful accounts stated in bad debt as set forth on the Base Balance Sheet is in accordance with generally accepted accounting principles Sheet. Since the date of the United States Base Balance Sheet, the Company has collected its accounts and intends to collect its accounts receivable in the ordinary course of its business and in a manner which is believed in good faith consistent with past practices and has not and does not intend to be reasonable and appropriateaccelerate any such collections. The Company does not have any accounts receivable or loans receivable from any person with whom it which is affiliated with it or any of its directors, officers, employees or shareholdersstockholders. (b) All accounts payable and notes payable of the Company arose as of the Closing in bona fide armthe amount of $10,000 or more are set forth on SCHEDULE 3.9. Except as set forth on SCHEDULE 3.9, the terms of the Company's length transactions accounts payable are normal and customary and in all cases contain terms requiring payment in full within 60 days. Except as set forth on SCHEDULE 3.9, none of such accounts payable has been outstanding for more than 60 days and the Company has no agreements, arrangements or understandings, whether oral or written, that alter the normal and customary terms requiring payment for its accounts payable. (c) Except as set forth on SCHEDULE 3.9, all of the Company's inventory items are of a quality and quantity salable in the ordinary course of business and no such account payable or note payable is delinquent in its payment, except for such account payable or note payable that is subject to a bona fide dispute or payment arrangementbusiness. The Company has no account payable to any person with whom it is affiliated or any of its directors, officers, employees or shareholders. (c) The values of the inventories stated in the Base Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with generally accepted accounting principles of GAAP applied consistently during the United States, consistently applied. Any inventory writedowns have been done in the ordinary course of business consistent with the Company's historical inventory practicesperiods covered thereby. Purchase commitments for raw materials and parts are not in excess of normal requirements and none are at prices materially in excess of current market prices. All of the Company's inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company's experience in prior years, taking into account fluctuations and trends in the market in which its goods and services are sold. Since the date of the Base Balance Sheet, no inventory items have been sold or disposed of except through sales in the ordinary course of business at profit margins consistent with the Company's experience in prior years taking into account fluctuations and trends in the market in which its goods and services are soldyears, and all sales commitments made for the Company's products are at prices not less than inventory values plus selling expenses and said profit margins.

Accounts Receivable; Accounts Payable; Inventories. (a) All of the accounts receivable of the Company are valid and enforceable claims, are subject to no set-off or counterclaim, and, to its knowledge, and are fully collectible in the normal course of business; provided, however, that after deducting the foregoing is not a guarantee that such accounts receivable will be fully collected. The reserve for doubtful accounts stated in the Base Balance Sheet Sheet, which reserve is in accordance with generally accepted accounting principles GAAP. Since the Balance Sheet Date, the Company has collected its accounts receivable in the ordinary course of the United States business and is believed in good faith to be reasonable and appropriatehas not accelerated any such collections. The Company does not have any accounts receivable or loans receivable from any person Person which is Affiliated with whom it is affiliated or any of its directors, officers, employees or shareholders. (b) stockholders. All accounts payable and notes payable of the Company arose in bona fide arm's ’s length transactions in the ordinary course of business and no such account payable or note payable is delinquent in its payment. Since the Balance Sheet Date, except for such account the Company has paid its accounts payable or note payable that is subject to a bona fide dispute or payment arrangementin the ordinary course of business. The Company has no account payable to any person Person which is Affiliated with whom it is affiliated or any of its directors, officers, employees or shareholders. stockholders. All of the Company’s inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company’s prior experience. All inventory items on the Books and Records and Financial Statements reflect write-downs to realizable values in the case of items which have become obsolete or unsalable (cexcept at prices less than cost) through regular distribution channels in the ordinary course of business. The values of the inventories stated in the Base Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with generally accepted accounting principles of the United StatesGAAP, consistently applied. Any inventory writedowns have been done in the ordinary course of business consistent with the Company's historical inventory practices. Purchase commitments for raw materials and parts are not in excess of normal requirements and none are at prices materially in excess of current market prices. All of the Company's inventory items are of a quality and quantity salable in the ordinary course of its business at profit margins consistent with the Company's experience in prior years, taking into account fluctuations and trends in the market in which its goods and services are sold. Since the date of the Base Balance SheetSheet Date, no inventory items have been sold or disposed of except through sales in the ordinary course of business at profit margins consistent with the Company's experience in ’s prior years taking into account fluctuations and trends in the market in which its goods and services are soldexperience, and all sales commitments made for the Company's ’s products are at prices not less than inventory values plus selling expenses and said profit margins. Transactions with Affiliates. There are no loans, leases or other agreements or transactions between the Company or any present or former Affiliate, stockholder, director, officer or employee of the Company, or to the knowledge of the Company any member of such Affiliate’s, officer’s, director’s, employee’s or stockholder’s immediate family, or any person controlled by such Affiliate, officer, director, employee or stockholder or his or her immediate family. No Affiliate, stockholder, director, officer or employee of the Company, or to the knowledge of the Company any of their respective spouses or family members, owns directly or indirectly, on an individual or joint basis, any interest in, or serves as an officer or director or in another similar capacity of, any competitor, customer or supplier of the Company, or any organization which has a material contract or arrangement with the Company.