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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Revelyst, Inc.), Agreement and Plan of Merger (Outdoor Products Spinco Inc.), Agreement and Plan of Merger (Outdoor Products Spinco Inc.)
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.
Appears in 3 contracts
Samples: Share Purchase Agreement (Revelyst, Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.), Share Purchase Agreement (Vista Outdoor Inc.)