Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) All accounts receivable and other receivables constitute valid claims in favor of the Company and its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunder.

Accounts Receivable; Accounts Payable. (a) All accounts receivable and other receivables constitute valid claims in favor of the Acquired Companies and their Subsidiaries, whether reflected on the Company and its Subsidiaries arising Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the Ordinary Courseordinary course of business consistent with past practice. The reserves, allowances and discounts with respect to All such accounts receivable are adequate good and consistent in extent with reservescollectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, allowances and discounts previously maintained by net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and its Subsidiaries transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the Ordinary Courseforegoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there are no claims, defenses, counterclaims, refusals to pay have not been any write-offs as uncollectible of any notes or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable of any of the Acquired Companies or any part thereofof their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made transactions through the Closing Date in accordance with respect to any such accounts receivablepast custom and practice of the Acquired Companies. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any All accounts payable and notes payable of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1Acquired Companies and their Subsidiaries, 2019, neither whether reflected on the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any ordinary course of its accounts receivable. (d) Except as set forth on Section 3.21(d) of business consistent with past practice. Since the Disclosure LetterBalance Sheet Date, the Company Acquired Companies and its their Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable ordinary course of their business and have not altered the payment terms thereunderin a manner which is consistent with past practices.

Accounts Receivable; Accounts Payable. (a) All accounts receivable Set forth on Schedule 4.09 of such Contributor’s Disclosure Schedules is a true, correct and other receivables constitute valid claims in favor complete report of the Company and its Subsidiaries arising from bona fide arm’s length transactions Aged Receivables of the Company or any Companies as of its Subsidiaries, arising the date hereof. Each of the Receivables arose in the Ordinary Courseordinary course of business of the Companies, is reflected in accordance with GAAP on the accounting records of the Companies, is current (other than the Aged Receivables) and represents the genuine, bona fide, valid and legally enforceable obligation of the account debtor (subject only to the Enforceability Exceptions) and no Action or right of set-off has been agreed to or, to the Knowledge of such Contributor, asserted by an obligor relating to the amount or validity of any such Receivable (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract). The reservesreserves for bad debts shown on the Financial Statements or, allowances and discounts with respect to such accounts receivable are adequate and consistent Receivables arising after the Balance Sheet Date, on the accounting records of the Companies have been determined in extent accordance with reservesGAAP, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Coursesubject to normal year-end adjustments, and there are no claims, defenses, counterclaims, refusals the Companies have not written off any Receivables as uncollectible in excess of such reserves for uncollected Receivables reflected on the Financial Statements or on the accounting records of the Companies. The Companies have good and valid title to pay or other rights of set off against any thereof the Receivables (other than such as has arisen or will arise in the Ordinary Course Aged Receivables) free and for which reserves have been established to the extent required by GAAPclear of all Encumbrances except Permitted Encumbrances. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, agreement for deduction, free services or goods, discount discounts or other deferred price or quantity adjustment has been made with respect to the Receivables. Since the Balance Sheet Date, no goods or services, the sale or provision of which gave rise to any Receivables, have been returned to any Company or rejected by any account debtor or lost or damaged prior to receipt thereby. Since the Balance Sheet Date, each of the Companies has collected the accounts receivable of its business in the ordinary course of business and has not accelerated or offered any discounts with respect to any such accounts receivablecollections. (b) To The accounts payable of the Company’s Knowledge, there is no contest, claim, defenseCompanies reflected in the Financial Statements, or right of setoff (i) with any obligor of any respect to accounts payable arising after the Balance Sheet Date, on the accounting records of the Companies, arose in bona fide arm’s-length transactions in the ordinary course of business. Since the Balance Sheet Date, each of the Companies has paid accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any payable of its Subsidiaries has (i) collected its accounts receivable other than business in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any ordinary course of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company business and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have has not delayed payments on any such accounts payable and have not altered the payment terms thereunderpayments.

Accounts Receivable; Accounts Payable. (a) All The Seller has previously supplied to the Buyer a true, correct and complete list of all of the accounts receivable and other receivables constitute valid claims in favor of the Company and its Subsidiaries arising from bona fide arm’s length transactions the Subsidiary, including an aging thereof, as of the Balance Sheet Date. All accounts receivable reflected on the face of the Current Balance Sheet (rather than in any notes thereto) and/or on the accounting records of the Company or any the Subsidiary, as the case may be, as of its Subsidiariesthe date hereof (collectively, arising the "ACCOUNTS RECEIVABLE") (i) arose from bona fide sales transactions in the Ordinary Course. The reservesordinary course of business and are payable on ordinary trade terms, allowances (ii) are legal, valid and discounts binding obligations of the respective debtors enforceable in accordance with respect their respective terms, (ii) are not subject to such any valid set-off or counterclaim, (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) are collectible in the ordinary course of business within no more than ninety (90) days of the date of invoice in the aggregate recorded amounts thereof, using normal collection procedures, net of the reserve for doubtful accounts receivable are and returns as set forth on the Current Balance Sheet, which reserve is adequate and consistent was calculated in extent accordance with reservesGAAP, allowances (vi) are not the subject of any actions or proceedings brought by or on behalf of the Company or the Subsidiary or by the account debtor, and discounts previously maintained (vii) have not been pledged as collateral by the Company and its Subsidiaries or the Subsidiary or subject to any Liens. The Seller has no knowledge of any facts or circumstances generally that would be reasonably likely to result in any material increase in the Ordinary Courseuncollectability of the Accounts Receivable in excess of the reserves therefor set forth on the Current Balance Sheet. Since the Balance Sheet Date, the Seller has not accelerated, and there are no claimshas not permitted the Company or the Subsidiary to accelerate, defenses, counterclaims, refusals to pay or other rights the rate of set off against any thereof other than such as has arisen or will arise in collection of the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivableAccounts Receivable. (b) To The Seller has previously supplied to the Buyer a true, correct and complete list of all of the Company’s Knowledge's and the Subsidiary's accounts payable (collectively, there is no contest, claim, defense, or right of setoff (ithe "ACCOUNTS PAYABLE") with any obligor of any as of the accounts receivable; or (ii) as to Balance Sheet Date, showing the name of each account creditor and the amount or validity of such accounts receivable. (c) due to each by invoice number and date. Since January 1the Balance Sheet Date, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (iiordinary course of business, but in no event for a period in excess of 45 calendar days, and other than payments owed by the Subsidiary to financiaLinx Corporation as referred to in Sections 6.1(b)(ii)(6)(A) accelerated and 6.1(b)(ii)(6)(B), the Seller has not delayed, and has not permitted the Company or otherwise altered its collection practices; or (iii) written off or written down any the Subsidiary to delay, the rate of its accounts receivable. (d) Except as set forth on Section 3.21(d) payment of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunderAccounts Payable.

Accounts Receivable; Accounts Payable. (a) All accounts receivable reflected on the Balance Sheet, and other receivables constitute all accounts receivable arising subsequent to the Balance Sheet Date, have arisen in the ordinary course of business, and, to the best knowledge of any Shareholder or the Company, represent valid claims in favor of obligations and are enforceable, subject to applicable laws affecting creditors' rights generally. All items which are required by GAAP to be reflected as accounts receivable on the Company Balance Sheet and its Subsidiaries arising from bona fide arm’s length transactions on the books of the Company or its subsidiaries are so reflected and any reserve accounts relating thereto have been established in accordance with GAAP applied in a manner consistent with past practices of its Subsidiariesthe Company. The amounts set forth on the Balance Sheet as reserves for bad debts, as increased by an amount equal to no more than $50,000, are sufficient. Except for an amount equal to no more than $50,000, the accounts receivable reflected on the Balance Sheet and all accounts receivable arising subsequent to the Balance Sheet Date are fully collectible in the Ordinary Course. The reservesordinary course of business, allowances and discounts except to the extent of the reserve for bad debts set forth on the Balance Sheet and, with respect to such accounts receivable are adequate and consistent in extent with reservesarising after the Balance Sheet Date, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has of any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment reserve account relating thereto that has been made established in accordance with respect to any such accounts receivableGAAP applied in a manner consistent with past practices of the Company. (b) To All accounts payable (including, without limitation, Taxes payable) reflected on the Company’s KnowledgeBalance Sheet, there is no contestand all accounts payable (including, claimwithout limitation, defense, or right of setoff (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(dTaxes payable) of the Disclosure LetterCompany or its subsidiaries arising subsequent to the Balance Sheet Date, the Company have been and its Subsidiaries have are being paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable ordinary course of the Company's or its subsidiaries business and have not altered the payment terms thereunderconsistent with past practices.

Accounts Receivable; Accounts Payable. (a) All SCHEDULE 2.7 sets forth the accounts receivable of Holdings and each of the Subsidiaries as of the Balance Sheet Date and through the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Owners and any entities or persons related to or affiliated with the Owners are separately identified in SCHEDULE 2.7. Except as set forth in SCHEDULE 2.7, (i) Holdings and the Subsidiaries have good right, title and interest in and to all trade accounts receivable and notes receivable reflected in the Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (except for those paid since the date of the Interim Balance Sheet) (the "Account Receivables"); (ii) none of such Account Receivables is subject to any Lien, other receivables than Permitted Liens; (iii) all of the Account Receivables owing to Holdings and the Subsidiaries constitute valid and enforceable claims in favor of the Company and its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Courseordinary course of business, and there are no known claims, defenses, counterclaims, refusals to pay or other rights of set set-off against any thereof other thereof; (iv) no account or note debtor is delinquent in payment by more than such as has arisen or will arise in 60 days; (v) the Ordinary Course aging schedule of the Account Receivables attached to SCHEDULE 2.7 is complete and for which reserves have been accurate; and (vi) the reserve established by Holdings on the Interim Balance Sheet is adequate to the extent required by GAAP. No Person has cover any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivabledoubtful accounts. (b) To The Disclosure Schedule contains a listing of all trade accounts payable and notes payable of Holdings and the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any Subsidiaries reflected in the Interim Balance Sheet and those acquired and generated since the date of the accounts receivable; or Interim Balance Sheet (iiexcept for those paid since the date of the Interim Balance Sheet) as to (the amount or validity of "Account Payables"). All such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than Accounts Payables arose from bona fide transactions in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any ordinary course of its accounts receivable. (d) Except business and, except as set forth on Section 3.21(d) of the Disclosure Letterin SCHEDULE 2.7, the Company and no such Account Payable is delinquent by more than 30 days in its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunderpayment.

Accounts Receivable; Accounts Payable. (a) All Except as set forth on Schedule 5.7(a), the accounts receivable and other receivables constitute valid claims in favor of the Company and its Subsidiaries as set forth on the Interim Balance Sheet or arising from since the date thereof (i) are valid and genuine, (ii) have arisen solely out of bona fide arm’s length sales and deliveries of goods, performance of services and other business transactions of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reservesCourse of Business, allowances (iii) have been billed or invoiced in the Ordinary Course of Business in accordance with all applicable Laws, (iv) are not subject to valid defenses, set-offs or counterclaims, and discounts (v) to the Knowledge of the Company, are collectible within ninety (90) days after billing at the full recorded amount thereof less, in the case of accounts receivable appearing on the Interim Balance Sheet, the recorded allowance for collection losses on such balance sheet. (b) Except as set forth on Schedule 5.7(b), with respect to such all existing accounts receivable are adequate payable of Company and consistent its Subsidiaries (including those accounts payable reflected in extent with reservesthe Financial Statements that have not been paid and those accounts payable that have arisen since the Interim Balance Sheet Date and have not yet been paid), allowances and discounts previously maintained by the Company and its Subsidiaries in have no outstanding disputes concerning the Ordinary Courseproducts or services provided by any account creditor and, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries Subsidiary has any basis: (i) collected its accounts receivable other than in the Ordinary Courseto refuse to pay any material amount owing to any account creditor when due; (ii) accelerated or otherwise altered its collection practicesreturn any material amount of products to any account creditor; or (iii) written off seek to exercise any material remedy against or written down seek relief from any of its accounts receivableobligations owed by Company or any Subsidiary to any account creditor. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunder.

Accounts Receivable; Accounts Payable. (a) All Except as set forth in Schedule 3.9(a), all of the accounts receivable and other receivables constitute valid claims in favor of the Company and its Controlled Subsidiaries arising are valid and enforceable claims, are, to the Knowledge of the Debtors, subject to no set-off or counterclaim, and, to the Knowledge of the Debtors, are collectible in the normal course of business, after deducting the reserve for doubtful accounts stated in the Latest Balance Sheet, which reserve is in accordance with GAAP. Since December 21, 2009, the Company and its Controlled Subsidiaries have collected their accounts receivable in the ordinary course of its business and in a manner which is consistent with past practices and have not accelerated any such collections. Except as stated in Schedule 3.9(a), neither the Company nor any Controlled Subsidiary has any accounts receivable or loans receivable from any Person which is affiliated with it or any of its directors, officers or, to the Knowledge of the Debtors, any stockholders (other than holders of less than five percent (5%) of the Company’s outstanding shares of common stock). (b) Except as set forth in Schedule 3.9(b), all accounts payable and notes payable of the Company and its Controlled Subsidiaries 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 by more than forty-five (45) days in the ordinary course of business. Since December 21, 2009, each of the Company or any and each of its Subsidiaries, arising Subsidiaries has paid its accounts payable in the Ordinary Courseordinary course of its business and in a manner which is consistent with its past practices. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent Except as stated in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019Schedule 3.9(b), neither the Company nor any of its Subsidiaries Controlled Subsidiary has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated any account payable to any Person which is affiliated with it or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. directors, officers or, to the Knowledge of the Debtors, any stockholders (d) Except as set forth on Section 3.21(dother than holders of less than five percent (5%) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunderCompany’s outstanding shares of common stock).

Accounts Receivable; Accounts Payable. (a) All Schedule 5.12 sets forth an aged list of the accounts receivable and other receivables constitute valid claims in favor of the Company at September 30, 2001. All such accounts receivable, and its Subsidiaries all accounts receivable which have arisen since September 30, 2001 (i) arose in the ordinary course of business and, subject to the Company's allowance for doubtful accounts as reflected in the Last Balance Sheet, are fully collectible; (ii) represent monies due for goods sold and delivered or services rendered in the ordinary course of business; and (iii) are not subject to any refunds or adjustments, asserted or threatened defenses, rights of set-off or counterclaims, or assignment, restrictions or Liens, except that they may be subject to deduction, refund, rights of set-off, claims arising from bona fide arm’s length transactions out of contractual audit rights contained in the Company's provider contracts, delays in payment and other offsets and reductions in the ordinary course of business of the Company or Company. Except as set forth on Schedule 5.12, (i) to the knowledge of Sellers, as of the date of this Agreement, there is no factual basis for any deduction, refund, rights of its Subsidiariesset-off, claims arising out of contractual audit rights contained in the Ordinary Course. The reservesCompany's provider contracts, allowances delays in payment or other offsets and discounts with respect to reductions; (ii) all such accounts receivable are adequate were current at September 30, 2001; and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established (iii) to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereofknowledge of Sellers, and at the date of this Agreement there is no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to dispute regarding the collectibility of any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any All accounts payable of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than which are reflected in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of Last Balance Sheet, and all such payables which have arisen since the Disclosure Letterdate thereof, the Company and its Subsidiaries have paid their respective accounts payable arisen only from bona fide transactions in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunderordinary course of business.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable and other receivables constitute valid claims in favor receivable, whether billed or unbilled, of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the Knowledge of the Company, are collectible except to the extent of reserves therefor set forth or reflected in the Current Balance Sheet or, for receivables arising subsequent to the Balance Sheet Date, as reflected on the books and its Subsidiaries arising from bona fide arm’s length transactions records of the Company or any of its Subsidiaries, arising (which receivables are recorded in the Ordinary Course. The reserves, allowances and discounts accordance with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAPGAAP consistently applied). No Person has any Lien other than a Permitted Lien on any such accounts receivable or any part thereof, of the Company and no material agreement, agreement for deduction, free goods, deduction or discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivablereceivable of the Company other than in the ordinary course of business. Section 3.8(a) of the Disclosure Schedule sets forth the aging of the accounts receivable of the Company as of the close of business on April 24, 2019. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any All accounts payable and notes payable of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than arose in bona fide arm’s length transactions in the Ordinary Course; ordinary course of business and no such account payable or note payable is delinquent by more than thirty (ii30) accelerated or otherwise altered days in its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of payment. Since the Disclosure LetterBalance Sheet Date, the Company and has paid its Subsidiaries have paid their respective accounts payable in the Ordinary Courseordinary course of business and in a manner consistent with its past practices, have and the Company has not materially delayed payments on any such accounts payable and have not altered the payment terms thereunderpayments.

Accounts Receivable; Accounts Payable. (a) All accounts receivable SCHEDULE 3.16 (a) (i) contains a complete list of all Accounts Receivable and other receivables constitute valid claims in favor prepaid expenses of the Company and its Subsidiaries arising from bona fide arm’s length transactions Seller as of December 31, 1996. None of the Company or Accounts Receivable are for services rendered after 11:59 p.m., New York time, on the Closing Date. Except as set forth in SCHEDULE 3.16(a)(ii), to the Seller's knowledge, no customer has disputed its payment obligations on account of any of its Subsidiariesthe Accounts Receivable which, arising in the Ordinary Coursecase of any individual customer, equals or exceeds $10,000 or, in the aggregate for all customers, equals or exceeds $100,000. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary CourseSeller shall, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required requested by GAAP. No Person has any Lien on any such accounts receivable or any part thereofthe Purchaser, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect use Commercial Efforts to any such accounts receivableassist the Purchaser to collect the Accounts Receivable. (b) Since December 31, 1996, no Accounts Receivable have been sold, transferred or otherwise disposed of by the Seller, except in the ordinary course of business. All of the Accounts Receivable included in the Acquired Assets have arisen in connection with bona fide sales and deliveries of goods, performance of services, licensing of intellectual property or other bona fide business transactions in the ordinary course of business, consistent with past practices. All reserves reflected in the financial information set forth in SCHEDULE 3.5 against doubtful accounts of valid counterclaims or setoffs by, rebates, discounts and allowances to, and returns from, customers were established in a manner consistent with the collection experience of the Business in prior years. To the Company’s Knowledgeknowledge of the Seller, each of such Accounts Receivable constitutes a legal, valid and binding account or other receivable, and none such Accounts Receivable is subject to any known defenses, assignments, restrictions, counterclaims or setoffs by, any rebates, discounts or allowances to, or any returns from, or any warranty claims of any customer. Since December 31, 1996, the Seller has not provided any products or services at discounted rates or free of charge to any customer as a rebate, discount or advance to any customer to collect or to accelerate the collection of any such Accounts Receivable. Except as set forth in SCHEDULE 3.16(a)(ii), there is are no contest, claim, defense, or right account debtors owing on any of setoff the Accounts Receivable that are included in the Acquired Assets that are (i) with any obligor of any of the accounts receivable; delinquent in payment by more than 30 days or (ii) as who have refused or, to the amount or validity knowledge of the Seller, threatened to refuse to pay any such accounts receivableAccounts Receivable. (c) Since January 1The accounts payable included in the Assumed Liabilities arose from bona fide transactions in the ordinary course of business, 2019, neither the Company nor any of its Subsidiaries has and all such accounts payable have either (i) collected its accounts receivable other than in the Ordinary Course; been paid, (ii) accelerated or otherwise altered its collection practices; are not yet due and payable under procedures for payment of accounts payable by the Seller, or (iii) written off are being contested by the Seller in good faith, each case with such exceptions as do not have a material adverse effect on the Business or written down any of its accounts receivablethe Acquired Assets. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunder.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable and other reflected in the Most Recent Balance Sheet are (i) valid receivables constitute valid claims in favor of the Company and its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course of Business, (ii) carried at values determined in accordance with GAAP and for which reserves have been established (iii) collectible except to the extent required by GAAPof reserves therefor set forth in the Most Recent Balance Sheet or, for receivables arising subsequent to the date of the Most Recent Balance Sheet, as reflected in the books and records of the Company. No Person has Except as set forth in Schedule 3.26(a), (x) all accounts receivable are owed to the Company free and clear of any Lien on any Encumbrances (other than Permitted Encumbrances), (y) none of such accounts receivable is subject to any contractual offset rights or claims of offsets, and (z) none of the obligors of such accounts receivable has given written notice that it has refused to pay the full amount or any part portion thereof, except, in the case of clauses (y) and no material agreement(z), for deduction, free goods, discount or other deferred price or quantity adjustment has been made in the Ordinary Course of Business and which are taken into account with respect to any the reserves set forth in Most Recent Balance Sheet. Schedule 3.26(a) contains a complete and accurate list of all accounts receivable as of the Most Recent Balance Sheet, and sets forth the aging of such accounts receivable. (b) To Schedule 3.26(b) sets forth an itemized list of accounts payable of the Company’s KnowledgeCompany and each Subsidiary of the Company (collectively, there the “Accounts Payable”) as of the Most Recent Balance Sheet, and such list sets forth the aging of such Accounts Payable. The Accounts Payable are (i) valid payables arising from bona fide transactions in the Ordinary Course of Business and (ii) carried at values determined in accordance with GAAP. There is no contest, claim, defense, or right of setoff (i) set-off under any contract with any obligor of any of the accounts receivable; or (ii) as Person owed Accounts Payable relating to the amount or validity of such accounts receivableAccounts Payable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunder.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable and other receivables constitute valid claims in favor of ------------------------------------- accounts payable shown on the Company June 30, 1998 Balance Sheets (as the same have changed since the date thereof) represent sales made or services provided and its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising expenses incurred in the Ordinary Courseordinary course the Business consistent with past practices. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of in the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable receivable reflected on the June 30, 1998 Balance Sheets shall be collected in the Ordinary Courseordinary course of the Business in amounts not less than the aggregate amount thereof carried on the books of the Sellers (net of allowances and reserves shown on the June 30, have 1998 Balance Sheets), provided, however, that the representation and warranty contained in this sentence shall not delayed payments on apply to the accounts receivable being sold to Purchaser by Telemedics. Except as set forth in the Disclosure Letter, none of such accounts receivable is the subject of a pledge or assignment to secure debt, is subject to any Security Interest, or has been placed for collection with any attorney or collection agency or similar individual or firm. Except as set forth in the Disclosure Letter, to the "Knowledge" (as defined in Section 8.13 hereof) of Endeavor or the Sellers, no referral source or payor accounting for more than 2.5% of the Sellers' total revenues during 1997 (a) has expressed dissatisfaction with the services of the Sellers, other than those types and immaterial amounts of complaints incurred in the ordinary course of the Business or (b) has expressed an intent to reduce materially its business with the Sellers or that any such accounts payable and have not altered the payment terms thereunderreferral source or payor will be unable to pay for its purchases.

Accounts Receivable; Accounts Payable. (a) All Except as set forth in SECTION 3.10(a) OF THE SELLER PARTY DISCLOSURE SCHEDULE, all accounts receivable and other receivables constitute valid claims in favor of the Company Acquired Business arising after January 1, 2002 and its Subsidiaries arising from bona fide arm’s length transactions of prior to the Company or any of its Subsidiaries, arising Closing are shown in the Ordinary Course. The reservesBusiness Records, allowances represent BONA FIDE transactions and discounts with respect to such accounts receivable are adequate arose and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAPordinary course of business. No Person has any Lien on any such accounts receivable has been assigned or otherwise sold to any part thereof, Person and no material agreementSeller Entity has discharged or agreed to discharge the obligor thereunder other than (i) upon such obligor making payment in full of all amounts due under each such account receivable or (ii) for a valid and legitimate business reason. For purposes of this SECTION 3.10(a), for deduction, free goods, discount a valid and legitimate business reason shall not include addressing the cash or other deferred price or quantity adjustment has been made with respect to any such accounts receivableliquidity needs of Seller Entities. (b) To SECTION 3.10(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE contains a list of accounts payable of the Company’s KnowledgeAcquired Business which are past due by at least one day as of July 1, there is no contest2002 based on their current terms or which contain payment terms that exceed 60 days. For each such account payable, claim, defense, or right of setoff SECTION 3.10(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE sets forth: (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Coursepayor and payee thereof; (ii) accelerated or otherwise altered its collection practicesthe amount outstanding thereunder; or and (iii) written off or written down any the approximate number of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, days such account is past due. Seller Entities have not delayed made any payments on under any such accounts payable of the Acquired Business prior to the stated maturity thereof, other than for a valid and have not altered the payment terms thereunderlegitimate business reason.

Accounts Receivable; Accounts Payable. (a) All The accounts and notes receivable and other receivables constitute valid claims in favor of reflected on the Company and its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable Latest Balance Sheet: (i) are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise collectible in the Ordinary Course of Business (net of contractual allowances and bad debt reserves established in accordance with prior practice), (ii) represent legal, valid and binding obligations for which reserves services actually performed by the Company, enforceable in accordance with their terms, (iii) are not the subject of any Action and (iv) have arisen only from bona fide sales transactions in the Ordinary Course of Business and are payable on ordinary trade terms. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Latest Balance Sheet, on the accounting records of the Company has been established to the extent required by determined in accordance with GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivablereceivables. (b) To The accounts and notes payable of the Company’s Knowledge, there is no contest, claim, defense, or right of setoff Company (i) with any obligor of any of the accounts receivable; or are in each case not overdue nor have been outstanding for more than forty-five (ii45) as to the amount or validity of such accounts receivable. (c) Since January 1days, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except except as set forth on Section 3.21(dSchedule 3.23(b) in the case of accounts and notes payable which, by their terms may have been outstanding for up to sixty (60) days, (ii) represent obligations of the Disclosure LetterCompany for products or services actually received, (iii) are not the Company subject of any Action (whether pending or threatened) and its Subsidiaries (iv) have paid their respective accounts payable arisen only from bona fide purchases in the Ordinary Course, have not delayed payments Course of Business and are payable on ordinary trade terms. Schedule 3.23(b) sets forth a description of any such accounts payable security arrangements and have not altered collateral securing the payment terms thereunderrepayment or other satisfaction of payables of the Company.

Accounts Receivable; Accounts Payable. (a) All The Company’s accounts and notes receivable (including the Company’s accounts and other receivables notes receivable reflected on the Interim Financial Statements and the accounts and notes receivable arising after the Interim Financials Date) (collectively, the “Accounts Receivable”) (i) have arisen in the ordinary course of business and constitute valid claims in favor receivables, net of the Company reserves shown on the Interim Financial Statements as adjusted for the passage of time through the Closing Date in accordance with past custom and its Subsidiaries arising practice, (ii) resulted from bona fide fide, arm’s length transactions of the Company sales or any of its Subsidiarieslicenses to customers, arising (iii) are reasonably expected to be collectible in the Ordinary Course. The reservesordinary course of business, allowances and discounts (iv) have been valued in accordance with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries Italian GAAP in the Ordinary CourseFinancial Statements. Except as set forth on Schedule 3.10(a)(ii), (x) the Accounts Receivable are not in dispute, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise in the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (by) To the Company’s Knowledge, there is no contest, claim, defensecounterclaim, or right of setoff set-off or valid defense (iunder any Contract or otherwise) with any obligor of any of the accounts receivable; or (ii) as relating to the amount or validity of such Accounts Receivable. Since Interim Financials Date, there have not been any write-offs as uncollectible of Accounts Receivable except for write-offs not in excess of Ten Thousand Euros (€10,000) in the aggregate. (b) All of the accounts receivablepayable and all payables and other accruals of the Company reflected on the Interim Financial Statements or which have arisen after the Interim Financials Date and on or before the Closing Date have been accurately reflected on the books and records of the Company, and have arisen from bona fide, arm’s length transactions in the ordinary course of business. (c) Since January 1, 2019, neither A true and complete copy of the Accounts Receivable of the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in been regularly filed with the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivablecompany registry. (d) Except The Company did not have, as set forth on Section 3.21(d) of the Disclosure Letterapplicable date, any liabilities or obligations of any nature, accrued, absolute, contingent or otherwise, and whether due or to become due which were required by the applicable Accounting Principles to be reflected in the relevant Financial Statements and in Interim Financial Statements. (e) Each of the receivables of the Company and its Subsidiaries have paid their respective accounts payable which appear in the Ordinary CourseInterim Financial Statements is correctly recorded and accounted for, reflects the sales of services (or products, as the case may be) that have genuinely taken place; it is not delayed payments on the cause of any such accounts payable dispute or set-off. (f) All appropriate provisions required to be made under the applicable Accounting Principles have been set aside and recorded in the Interim Financial Statements. Without limiting the generality of the foregoing, all sums to be paid under existing retirement schemes have not altered been duly accounted for in the payment terms thereunderInterim Financial Statements.

Accounts Receivable; Accounts Payable. (a) All SCHEDULE 2.7 sets forth the accounts receivable of the Companies and each of the Subsidiaries as of the Balance Sheet Date and through the Closing Date, including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Owners and any entities or persons related to or affiliated with the Owners are separately identified in SCHEDULE 2.7. Except as set forth in SCHEDULE 2.7, (i) the Companies and the Subsidiaries have good right, title and interest in and to all trade accounts receivable and notes receivable reflected in the Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (except for those paid since the date of the Interim Balance Sheet) (the "Account Receivables"); (ii) none of such Account Receivables is subject to any Lien, other receivables than Permitted Liens; (iii) all of the Account Receivables owing to the Companies and the Subsidiaries constitute valid and enforceable claims in favor of the Company and its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Courseordinary course of business, and there are no known claims, defenses, counterclaims, refusals to pay or other rights of set set-off against any thereof other thereof; (iv) no account or note debtor is delinquent in payment by more than such as has arisen or will arise in 90 days; (v) the Ordinary Course aging schedule of the Account Receivables attached to SCHEDULE 2.7 is complete and for which reserves have been accurate; and (vi) the reserve established by the Companies on the Interim Balance Sheet is adequate to the extent required by GAAP. No Person has cover any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivabledoubtful accounts. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right The Schedules contain a listing of setoff (i) with any obligor of any all trade accounts payable and notes payable of the accounts receivable; or (ii) as to Companies and the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than reflected in the Ordinary Course; Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (iiexcept for those paid since the date of the Interim Balance Sheet) accelerated or otherwise altered its collection practices; or (iii) written off or written down any the "Account Payables"). All such Accounts Payables arose from bona fide transactions in the ordinary course of its accounts receivable. (d) Except business and, except as set forth on Section 3.21(d) of the Disclosure Letterin SCHEDULE 2.7, the Company and no such Account Payable is delinquent by more than 90 days in its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on any such accounts payable and have not altered the payment terms thereunderpayment.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable and other receivables constitute valid claims in favor of the Company are valid and its Subsidiaries arising from bona fide arm’s length transactions enforceable claims. To the Knowledge of the Company, (a) all of the accounts receivable of the Company or any as of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable Measurement Time are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise fully collectible in the Ordinary Course of Business, and (b) there is no basis that would reasonably be expected to result in any such accounts receivable not being fully collected after the Closing (in each case, after deducting the reserve for doubtful accounts (including, for the avoidance of doubt, the “General Reserve” and the “Specific Reserve: Rockport”) set forth in the Estimated Closing Statement, which reserves reserve is in accordance with GAAP). Since the date of the Reference Balance Sheet, the Company has collected its accounts receivable in the Ordinary Course of Business and in a manner which is consistent with past practices and has not accelerated any such collections. The Company does not have been established any accounts receivable or loans receivable from any person who is an Insider. None of the accounts receivable of the Company is subject to any claim of offset, credit, recoupment, set-off or counter-claim and, to the extent required by GAAPknowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No Person has any Lien on any such accounts receivable or any part thereofreceivable, and no material agreement, agreement for deduction, free goods, deduction or discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any All accounts payable and notes payable of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than arose in bona fide arm’s length transactions in the Ordinary Course; (ii) accelerated Course of Business and no such account payable or otherwise altered note payable is delinquent in its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) payment. Since the date of the Disclosure LetterReference Balance Sheet, the Company and has paid its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have Course of Business and has not delayed payments on any such accounts payable and have not altered or postponed the payment terms thereunderof its accounts payable. The Company has no account payable to any person who is an Insider.

Accounts Receivable; Accounts Payable. (a) All Section 5.11 of the Disclosure Letters sets forth a list of all accounts receivable and other receivables constitute valid claims in favor of the Company (the “Accounts Receivable”) and its Subsidiaries arising all accounts payable of the Company (the “Accounts Payable”) outstanding as of the date hereof. The Accounts Receivable (i) arose from bona fide arm’s length sales transactions or the provision of the Company or any of its Subsidiaries, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as has arisen or will arise services in the Ordinary Course of Business and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts are payable in the Ordinary CourseCourse of Business on terms consistent with the Company’s past practices, have (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (iii) are not delayed payments subject to any valid set-off or counterclaim by the debtor, (iv) are collectible in full, but in no event later than ninety (90) days in the aggregate recorded amounts thereof, net of any applicable reserve reflected on the Financial Statements and the Closing Statement, (v) are not owed by any such accounts Affiliate of the Company (including any Seller) other than RealCISO Inc. and (vi) are not the subject of any Proceeding. The Company has not received any notice from any account debtor regarding any dispute over any of the Accounts Receivable. None of the Accounts Receivable constitutes duplicate bxxxxxxx of other Accounts Receivable. The Accounts Payable (i) arose from bona fide sales transactions or the provision of services in the Ordinary Course of Business and are payable in the Ordinary Course of Business on terms consistent with the Company’s past practices, (ii) are legal, valid and have binding obligations of the Company enforceable in accordance with their terms, (iii) are not altered subject to any valid set-off or counterclaim by the payment terms thereunderCompany, (iv) are not owed to any Affiliate of the Company (including any Seller) other than RealCISO Inc. and (v) are not the subject of any Proceeding. The Company has not disputed any of the Accounts Payable. There are no security arrangements or collateral securing the repayment or other satisfaction of the Accounts Receivable or Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All accounts receivable reflected on the Balance Sheet or to be reflected on the Closing Balance Sheet (in each case, subject to any reserves set forth thereon) represent or will represent bona fide and other receivables constitute valid claims obligations arising from sales actually made or services actually performed in favor the ordinary course of business. Unless paid prior to the Closing, as of the Company Closing Date, all accounts receivable will be current and its Subsidiaries arising from bona fide arm’s length transactions collectible net of the Company respective reserves shown on the Balance Sheet or any of its Subsidiariesto be shown on the Closing Balance Sheet (which reserves (i) are adequate and calculated consistent with past practice, arising (ii) in the Ordinary Course. The reservescase of reserves on the Closing Balance Sheet, allowances will not represent a greater percentage of accounts receivable as of the Closing than the reserve reflected on the Balance Sheet represented of the accounts receivable reflected therein and discounts with respect to (iii) will not represent a change in the composition of such accounts receivable are adequate and consistent in extent with terms of aging). Subject to such reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to pay or other rights of set off against any thereof other than such as each account receivable either has arisen been or will arise be collected in full, without any set-off, within 90 days after the Ordinary Course day on which it first becomes due and for which reserves have been established to the extent required by GAAPpayable. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there There is no contest, claim, defense, claim or right of setoff (i) set-off, other than returns in the ordinary course of business, under any Contract with any obligor of any of the accounts receivable; or (ii) as receivable related to the amount or validity of such accounts receivable. (c) Since January 1, 2019and no bankruptcy, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated insolvency or otherwise altered its collection practices; similar proceedings have been commenced by or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure Letter, the Company and its Subsidiaries have paid their respective accounts payable in the Ordinary Course, have not delayed payments on against any such obligor. All accounts payable and notes payable by the Company have not altered arisen in the payment terms thereunderordinary course of business and no such account payable or note payable is delinquent more than 90 days in its payment.

Accounts Receivable; Accounts Payable. (a) All accounts receivable and other receivables constitute valid claims in favor Section 3.24(a) of the Company Disclosure Letter sets forth the Accounts Receivable owing to the Company and its Subsidiaries arising from bona fide arm’s length transactions as of April 30, 2011, aged by month. Except as set forth on Section 3.24(a) of the Company or any Disclosure Letter, all such Accounts Receivable are valid and enforceable claims and, to the Knowledge of its Subsidiariesthe Company, arising in the Ordinary Course. The reserves, allowances and discounts with respect to such accounts receivable are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no valid asserted claims, defenses, counterclaims, refusals to pay or other rights of set set-off against any thereof other than such as has arisen or will arise in Accounts Receivable. Since the Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such accounts receivable. (b) To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any date of the accounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, 2019, neither the Company nor any of its Subsidiaries has (i) collected its accounts receivable other than in the Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Disclosure LetterInterim Financial Statements, the Company and its Subsidiaries have collected each of their Accounts Receivable consistent with past practice. Except as set forth in Sections 3.24(a) or 3.22 of the Company Disclosure Letter, as of the Interim Financial Statements, the Company and its Subsidiaries do not have any Accounts Receivable or loans receivable from any Affiliate or any individual persons whose relationship with the Company’s, or any of its Subsidiaries’, directors, officers or employees or Stockholders is that of first cousin or closer. (b) All accounts payable and notes payable by the Company or its Subsidiaries to third parties arose in bona fide arm’s length transactions in the ordinary course of business and, except as set forth on Section 3.24(b) of the Company Disclosure Letter, no such account payable or note payable is delinquent in its payment for longer than sixty (60) days, except those contested in good faith or in accordance with past practice. Since the date of the Interim Financial Statements, the Company and each of its Subsidiaries have paid their respective accounts payable in the Ordinary Courseordinary course of business. Except as set forth in Sections 3.24(b) or 3.22 of the Company Disclosure Letter, as of the Interim Financial Statements, the Company and its Subsidiaries do not have not delayed payments on any such accounts account payable and have not altered to any affiliate or any individual persons whose relationship with the payment terms thereunderCompany’s, or any of its Subsidiaries’, directors, officers, employees or Stockholders is that of first cousin or closer (other than compensation paid or payable or expense reimbursement obligations incurred in the ordinary course of business).