Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of Emergent and its Subsidiaries reflected in the Interim Financial Statements and all accounts receivable Seller that are reflected on the books of Emergent and its Subsidiaries as Seller Financial Statements or on the accounts receivable ledgers of the Closing Date Seller (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAPcollectively, the "Seller Accounts Receivable") are represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Business arising business. All of the Seller Accounts Receivable are or will be current and collectible at the full recorded amount thereof, less any applicable reserves established in connection accordance with bona fide arm’s length transactions with Persons who are GAAP, in the ordinary course of business without resort to litigation, except for such Seller Accounts Receivable, the failure of which to collect would not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay have a material portion of such accounts receivable. Material Adverse Effect. (b) All accounts payable of the Seller that are reflected on the Seller Financial Statements or on the accounts payable ledgers of the Seller arose in the ordinary course of business. All material items which are required by GAAP to be reflected as payables on the Seller Financial Statements and notes in the books and records of the Seller are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice. There has been no adverse change since the date of the Seller Financial Statements in the amount or delinquency of accounts payable of Emergent the Seller and its Subsidiaries arose in bona fide arm’s length transactions (either individually or in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its paymentaggregate) which would have a Material Adverse Effect.

Accounts Receivable; Accounts Payable. All Except as set forth on Schedule 4.14, all accounts receivable of Emergent the Company and its Subsidiaries reflected in the Interim Company Unaudited Financial Statements for the fiscal year ended December 31, 2018 and all accounts receivable that are reflected on in the books records of Emergent the Company and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) (collectively, the “Accounts Receivable”) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent the Company or any the Subsidiaries of its Subsidiariesthe Company, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent None of the FT Stockholders, the Company nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable Accounts Receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivableAccounts Receivable. All accounts payable and notes payable of Emergent the Company and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and and, except as set forth in Section 4.14, with Persons who are not Affiliates of Emergent the Company or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.

Accounts Receivable; Accounts Payable. All (a) Section 4.07(a) of the Disclosure Schedules sets forth a complete and accurate list of all accounts receivable of Emergent and its Subsidiaries reflected in the Company Group (“Accounts Receivable”) as of the Interim Financial Statements Balance Sheet Date, which list sets forth the aging of such Accounts Receivable. All Accounts Receivable and all the accounts receivable that have arisen after the Interim Balance Sheet Date are (i) reflected on the books and records of Emergent the Company Group and its Subsidiaries represent valid obligations that arose from bona fide transactions entered into by the Company Group from products actually sold or services actually performed, as applicable, by the Company Group in the ordinary course of business and (ii) constitute only valid, undisputed claims of any member of the Company Group that as of the Closing Date (net date of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) this Agreement are obligations arising from sales actually made not subject to any valid claims of set-off, disputes or services actually performed other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course ordinary course of Business arising business consistent with past practice. Since the Interim Balance Sheet Date, the Company Group has not recorded any reserves or allowances against Accounts Receivable. (b) No member of the Company Group is delinquent in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent or any of its Subsidiaries, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaims. Neither Emergent nor any of its Subsidiaries has received written notice from or on behalf payment of any obligor material amounts of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All accounts payable and notes payable or accrued liability as of Emergent and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent or any of its Subsidiariesdate hereof, and no such account accounts payable or note payable is materially delinquent in its paymentaccrued liabilities have been deferred (regardless of whether such member of the Company Group and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. All accounts receivable of Emergent the Company and its Subsidiaries reflected in the Company Interim Financial Statements and all accounts receivable that are reflected on the books of Emergent the Company and its Subsidiaries as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) (collectively “the Accounts Receivable”) are obligations arising from sales actually made or services actually performed in the Ordinary Course of Business arising in connection with bona fide arm’s length transactions with Persons who are not Affiliates of Emergent Holdings or any of its Subsidiariesthe Company, constitute valid undisputed claims and are not, by their terms, subject to defenses, set-offs or counterclaimscounterclaims other than those arising in the Ordinary Course of Business. Neither Emergent The reserves set forth in the Financial Statements accurately reflect, among other things, the Company’s historical bad debt experience. None of Holdings, the Company nor any of its Subsidiaries has received written notice from or on behalf of any obligor of any such accounts receivable that such obligor is unwilling or unable to pay a material portion of such accounts receivable. All Except as set forth in Schedule 4.14, all accounts payable and notes payable of Emergent the Company and its Subsidiaries arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of Emergent Holdings, the Company or any of its Subsidiaries, and no such account payable or note payable is materially delinquent in its payment.