Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) The accounts receivable of each Target Company reflected on the Interim Company Financial Statements and the accounts receivable that have arisen after the Reference Balance Sheet Date (i) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (ii) constitute only valid, undisputed claims of the Company or the Company Subsidiary not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Interim Company Financial Statements or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target Company have been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target Company is materially delinquent in its payment of any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. (a) 3.28.1. The accounts receivable of each Target Company reflected on the Interim Company Financial Statements and the accounts receivable that have arisen after the date of the Reference Balance Sheet Date Date, in all material respects, (ia) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary Group Companies involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (iib) constitute only valid, undisputed claims of the a Group Company or the Company Subsidiary not subject to valid claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Interim Company unaudited Financial Statements or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target Company the Group Companies have in all material respects been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target 3.28.2. No Group Company is materially delinquent in its payment of any material amounts with respect to any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target Group Company and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. (a) The accounts receivable of each Target the Company reflected on the Interim Company Financial Statements Balance Sheet and the accounts receivable that have arisen after the Reference Balance Sheet Date (i) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (ii) constitute only valid, undisputed claims of the Company or the Company Subsidiary not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The ; and (iii) subject to a reserve for bad debts shown on the Interim Company Financial Statements or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target the Company, are collectible in full within ninety (90) days after billing or, in the case of international sales, within 120 days after billing. The reserve for bad debts shown on the Interim Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target The Company is materially not delinquent in its payment of any accounts payable or accrued liability as of the date hereofliability, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target the Company and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of each Target Company any applicable reserves) reflected on the Interim Company Financial Statements and the accounts receivable that have arisen after the Reference Latest Balance Sheet Date (ia) have arisen from bona fide transactions entered into by the an Acquired Company or the Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; practice and (iib) constitute only valid, undisputed claims of the an Acquired Company or the Company Subsidiary not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Interim Company Financial Statements Latest Balance Sheet or, with respect to accounts receivable arising after the Reference date of the Latest Balance Sheet DateSheet, on the accounting records of each Target the Company have been determined in accordance with GAAP GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target Company All accounts payable of the Acquired Companies set forth on the Latest Balance Sheet arose in bona fide arm’s length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is materially delinquent more than thirty (30) days in its payment of any accounts payable or accrued liability payment, except as set forth on Schedule 3.21(b) of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed to such deferral)Disclosure Schedule.

Accounts Receivable; Accounts Payable. (a) The All accounts receivable of each Target the Company reflected whether shown on the Interim Company balance sheet included in the Most Recent Financial Statements and the accounts receivable that have arisen after the Reference Balance Sheet Date or accrued thereafter: (i) arose from sales actually made or services actually performed in the Ordinary Course of Business, (ii) are valid receivables net of reserves shown thereon and have arisen from bona fide transactions entered into been recorded in accordance with GAAP, (iii) are not currently subject to any valid setoffs or counterclaims, and (iv) have been collected or, to the Knowledge of the Company are collectible when due according to their terms in amounts not less than the aggregate amounts thereof carried on the books of the Company (net of reserves), assuming reasonable collection efforts (consistent with the Company’s collection efforts prior to the Closing) by the Company or following the Company Subsidiary involving Closing. The allowance for collection losses on the sale of goods or the rendering of services balance sheet included in the ordinary course of business consistent with past practice; and (ii) constitute only valid, undisputed claims of the Company or the Company Subsidiary not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued Most Recent Financial Statement was established in the ordinary course Ordinary Course of business Business consistent with past practice. The reserve for bad debts Except as set forth on Schedule 5.6(c), the Company has not received written notice from any obligor of any accounts receivable that such obligor is refusing to pay or contesting payment which has not been resolved prior to the date hereof. All accounts payable and notes payable of the Company whether shown on the Interim Company balance sheet included in the Most Recent Financial Statements or, with respect to accounts receivable arising after or accrued thereafter: (y) are the Reference Balance Sheet Date, on result of bona fide transactions in the accounting records Ordinary Course of each Target Company Business and (z) have been determined in accordance with GAAP consistently applied, subject to normal year-end adjustments paid or are not yet due and the absence of disclosures normally made in footnotes. (b) Neither Target Company is materially delinquent in its payment of any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. (a) The accounts receivable of each Target Company reflected on the Interim Company Financial Statements Balance Sheet and the accounts receivable that have arisen arising after the Reference Balance Sheet Date date thereof (ia) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent with past practiceBusiness; and (iib) constitute only valid, undisputed claims of the Company or the Company Subsidiary not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course Ordinary Course of business consistent with past practice. The Business, and (c) subject to a reserve for bad debts shown on the Interim Company Financial Statements Balance Sheet or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target the Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Balance Sheet or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target Company is materially delinquent in its payment of any All accounts payable or accrued liability as and notes payable by the Company to third parties reflected in the Balance Sheet and arising subsequent to the Balance Sheet Date arose in bona fide arm’s length transactions in the Ordinary Course of Business and with Persons who are not Affiliates of the date hereof, Company and no such accounts account payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed to such deferral)note payable is more than thirty days past due.

Accounts Receivable; Accounts Payable. (a) The accounts receivable of each Target Company reflected on in the Interim Company Financial Statements Latest Balance Sheet and the accounts receivable that have arisen arising after the Reference Balance Sheet Date date thereof reflected in the accounting records of the Group Companies (i) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary Group Companies involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; , and (ii) constitute only valid, undisputed valid claims of the Company or the Company Subsidiary Group Companies not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practicecounterclaims. The reserve for bad debts shown on the Interim Company Financial Statements Latest Balance Sheet or, with respect to accounts receivable arising after the Reference Latest Balance Sheet DateSheet, on the accounting records of each Target Company the Group Companies have been determined in accordance with GAAP GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target Company is materially delinquent in its payment of any All accounts payable or accrued liability as of the date hereofGroup Companies are, in all material respects, reflected in the books and records of the Group Companies. Except as set forth on Schedule 3.19, there are no such accounts payable (i) for purchases in excess of usual requirements, (ii) that did not arise in the ordinary course of business, or accrued liabilities have been deferred (regardless of whether such Target Company iii) that are materially past due. All accounts payable are recorded in accordance with GAAP and such third party have agreed to such deferral)included in the Financial Statements.

Accounts Receivable; Accounts Payable. (a) The accounts receivable of each Target Company reflected on the Interim Company Financial Statements Most Recent Balance Sheet and the accounts receivable that have arisen arising after the Reference Balance Sheet Date date thereof and until the Closing (ia) have arisen from bona fide transactions entered into by the Company or the Company Subsidiary and its Subsidiaries involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent with past practice; Business, and (iib) constitute only valid, undisputed claims of the Company or the Company Subsidiary and its Subsidiaries not subject to claims of set-off or other defenses or counterclaims (other than normal cash discounts accrued in the ordinary course Ordinary Course of business consistent with past practiceBusiness). The reserve for bad debts shown on the Interim Company Financial Statements Most Recent Balance Sheet or, with respect to accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target the Company and its Subsidiaries have been determined in accordance with GAAP GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target Company is materially delinquent in its payment of any . The accounts payable or accrued liability as and accruals of the date hereofCompany and each of its Subsidiaries have arisen in bona fide arm’s-length transactions in the Ordinary Course of Business, and no such the Company and each of its Subsidiaries has been paying its accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company as and such third party have agreed to such deferral)when due.

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of each Target Company any applicable reserves) reflected on the Interim Company Financial Statements and the accounts receivable that have arisen after the Reference Latest Balance Sheet Date (ia) have arisen from bona fide transactions entered into by the an Acquired Company or the Company Subsidiary involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; practice and (iib) constitute only valid, undisputed claims of the an Acquired Company or the Company Subsidiary not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Interim Company Financial Statements Latest Balance Sheet or, with respect to accounts receivable arising after the Reference date of the Latest Balance Sheet DateSheet, on the accounting records of each Target the Company have been determined in accordance with GAAP GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Neither Target Company All accounts payable of the Acquired Companies set forth on the Latest Balance Sheet arose in bona fide arm’s length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is materially delinquent more than thirty (30) days in its payment of any accounts payable or accrued liability payment, except as set forth on Schedule 3.22(b) of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed to such deferral)Disclosure Schedule.

Accounts Receivable; Accounts Payable. (a) The Except for notes and accounts receivables that would not be deemed to be material under IFRS, all notes and accounts receivable of each Target the Company or any of its Subsidiaries reflected in the Interim Financial Statements are current and collectible in amounts not less than the aggregate amount thereof (net of reserves that are established in accordance with IFRS applied consistently with prior practice) carried (or to be carried) on the books of the Company and represent bona fide transactions that arose in the Ordinary Course and are properly reflected on the Interim Company Financial Statements Company’s books and records. As of the date of this Agreement, except as set forth on Schedule 3.11, none of such notes or accounts receivable that have arisen after the Reference Balance Sheet Date relate to a Material Customer are (i) have arisen from bona fide transactions entered into by past due more than ninety (90) days and there is no contest, claim, defense or right of setoff with any account debtor of an accounts receivable relating to the Company amount or validity of such accounts receivable, and to the Company Subsidiary involving Knowledge of the sale Company, all such notes or accounts receivable that relate to a Material Customer (net of goods or the rendering of services reserves that are established in accordance with IFRS applied consistently with prior practice) are collectable in the ordinary course of business consistent with past practice; Ordinary Course and (ii) constitute only valid, undisputed claims to the Knowledge of the Company Company, no request for or the Company Subsidiary not subject to claims of set-off an agreement for deduction or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Interim Company Financial Statements or, discount has been made with respect to such accounts receivable arising after the Reference Balance Sheet Date, on the accounting records of each Target Company have been determined in accordance with GAAP consistently applied, subject that relate to normal year-end adjustments and the absence of disclosures normally made in footnotesa Material Customer. (b) Neither Target Company is materially delinquent in its payment of any The accounts payable or accrued liability as of the date hereofCompany reflected in the Interim Financial Statements, and no such all accounts payable or accrued liabilities have been deferred (regardless of whether such Target Company and such third party have agreed arising subsequent to such deferral)the date thereof, arose from bona fide transactions in the Ordinary Course consistent with past practice.