Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim 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. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business. The Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) other than Retainage, or subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts debts, if any, shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim 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. To the Knowledge of the Company, no No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. Notwithstanding the foregoing or any other provision of this Agreement, to the extent that any accounts receivable that existed prior to the Closing Date deemed to be uncollectable and therefore is deducted from the Purchase Price through the Net Adjustment Amount or any other adjustment set forth in this Agreement and subsequently payment is made to the Company with respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt by the Company. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business. The Company has not written-off or reversed off, nor reversed, any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the applicable Group Company not not, subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group Company, are collectible in full within sixty ninety (6090) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group 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. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and and, except as set forth on Section 5.13(a) of the Disclosure Schedule and/or to the extent a Permitted Encumbrance, no account receivable is pledged to any third party. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business. The No Group Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group 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. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business. The No Group Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) Parent has made available to Newport and Buyer an accurate list of all accounts and notes receivable of the Companies and the Subsidiaries (taken as a whole) as of April 3, 2004 (the “Listed Receivables”). The Listed Receivables arose from, and all accounts and notes receivable of the Companies and the Subsidiaries (taken as a whole) since the Interim Balance Sheet Date will have arisen from, the provision of goods or services by the Companies and the Subsidiaries in the ordinary course of business consistent with past practice. Neither Parent, any Company nor any Subsidiary has received any written notice or knows of any counterclaim or set-off with respect to any Listed Receivable, and to Sellers’ Knowledge there are no facts or circumstances that would reasonably be expected to be the basis for any such counterclaim or set-off which (in either such case) is not reflected or taken into account in the bad debt reserves set forth in the Interim Balance Sheet. Except to the extent collected since the Interim Balance Sheet Date, all notes and accounts receivable reflected on the Interim Balance Sheet Sheet, and the all notes and accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on accruing between the Interim Balance Sheet orDate and the Closing Date will be, net of the applicable reserves with respect to accounts receivable arising after the Interim Balance Sheet Datethereto, on the accounting records of the Company(i) bona fide claims against debtors for sale or other charges, are collectible in full within sixty and (60ii) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company have been determined in accordance with GAAP, consistently applied, subject to normal yearno material expenses, set-end adjustments and the absence of disclosures normally made in footnotes. To the Knowledge of the Company, no account debtor has refused offs or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third partycounterclaims. (b) The All accounts payable reflected on the Interim Balance Sheet Sheet, and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business. The Company has not written-off or reversed any all accounts payable of any Company or liability reserves in a manner inconsistent with prior practice. The any Subsidiary accrued expenses reflected on the books and records of the Companies and the Subsidiaries since the Interim Balance Sheet or accrued after the date thereof have arisen from Date, relate to bona fide transactions entered into by the Company in the Ordinary Course ordinary course of Businessbusiness consistent with past practice.

Accounts Receivable; Accounts Payable. (a) The accounts receivable of the Heartland Companies, whether reflected on the Interim Balance Sheet or arising since the Interim Balance Sheet Date, (i) are reflected properly on the books and records of the accounts receivable arising after the date thereof Heartland Companies in all material respects, (aii) have arisen from bona fide transactions entered into by the Company involving the sale of and represent amounts receivable for goods actually delivered or the rendering of services actually provided in the Ordinary Course ordinary course of Business; business of a Heartland Company (bor, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), (iii) constitute only valid, undisputed claims of the Company are not subject to claims any material defenses, counterclaims or rights of set-off setoff (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other defenses similar Laws now or counterclaims other than normal cash discounts accrued hereafter in effect affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws), (iv) have been billed by a Heartland Company in its ordinary course of business, and (v) are fully collectible except, in the Ordinary Course case of Business; receivables arising prior to the Interim Balance Sheet Date, to the extent of the reserves set forth in the Interim Balance Sheet that have been described in writing to Buyer. No third party has provided written notice contesting its obligation to pay any account receivable reflected on the books and (c) subject to a records of the Heartland Companies. The reserve for bad debts uncollectible items shown on the Interim Balance Sheet or, are reasonable in amount based upon the Heartland Companies’ collection histories and facts known to the Heartland Companies with respect to current accounts and notes receivable. Section 3.14(a) of the Disclosure Schedules sets forth the total amount of accounts receivable arising after outstanding as of May 31, 2022, together with the Interim Balance Sheet Dateaging of such receivables. No Heartland Company has made any agreement or agreed to any concession with any third party to amend, on modify or otherwise change the accounting records payment terms or amount of any outstanding account receivable. None of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the any Heartland Company have been determined in accordance with GAAP, consistently applied, subject assigned or pledged to normal year-end adjustments and the absence of disclosures normally made in footnotes. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankruptother Person, and no account further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services so as to entitle a Heartland Company to collect the accounts receivable is pledged to any third party. in full. (b) The Section 3.14(b) of the Disclosure Schedules sets forth the total amount of accounts payable reflected on and notes payable by Heartland Companies outstanding as of May 31, 2022 All accounts payable and notes payable by the Interim Balance Sheet and arising after Heartland Companies to third parties arose in the date thereof have arisen from ordinary course of business or otherwise represent amounts payable in respect of other bona fide transactions entered into by the Company in the Ordinary Course of Business. The Company has not written-off or reversed any accounts business transaction, and there is no such account payable or liability reserves note payable that is past due according to its terms, except those contested in a manner inconsistent with prior practicegood faith. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of BusinessSection

Accounts Receivable; Accounts Payable. (a) The accounts receivable of the Heartland Companies, whether reflected on the Interim Balance Sheets or arising since the Interim Balance Sheet Date, (i) are reflected properly on the books and records of the accounts receivable arising after the date thereof Heartland Companies in all material respects, (aii) have arisen from bona fide transactions entered into by the Company involving the sale of and represent amounts receivable for goods actually delivered or the rendering of services actually provided in the Ordinary Course ordinary course of Business; business of a Heartland Company (bor, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), (iii) constitute only valid, undisputed claims of the Company are not subject to claims any material defenses, counterclaims or rights of set-off setoff (subject to any applicable bankruptcy, insolvency, reorganization, moratorium or other defenses similar Laws now or counterclaims other than normal cash discounts accrued hereafter in effect affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws), (iv) have been billed by a Heartland Company in its ordinary course of business, and (v) are fully collectible except, in the Ordinary Course case of Business; and (c) subject receivables arising prior to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, to the extent of the reserves set forth in the Interim Balance Sheets that have been described in writing to Buyer. No third party has provided written notice contesting its obligation to pay any account receivable reflected on the accounting books and records of the Company, are collectible in full within sixty (60) days after billingHeartland Companies. The reserve for bad debts uncollectible items shown on the Interim Balance Sheet or, Sheets are reasonable in amount based upon the Heartland Companies’ collection histories and facts known to the Heartland Companies with respect to current accounts and notes receivable. Section 3.14(a) of the Disclosure Schedules sets forth the total amount of accounts receivable arising after outstanding as of May 31, 2022, together with the Interim Balance Sheet Dateaging of such receivables. No Heartland Company has made any agreement or agreed to any concession with any third party to amend, on modify or otherwise change the accounting records payment terms or amount of any outstanding account receivable. None of the accounts receivable of any Heartland Company have been determined in accordance with GAAP, consistently applied, subject assigned or pledged to normal year-end adjustments and the absence of disclosures normally made in footnotes. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankruptother Person, and no account further goods are required to be provided and no further services are required to be rendered in order to complete the sales and fully render the services so as to entitle a Heartland Company to collect the accounts receivable is pledged to any third partyin full. (b) The Section 3.14(b) of the Disclosure Schedules sets forth the total amount of accounts payable reflected on and notes payable by Heartland Companies outstanding as of May 31, 2022 All accounts payable and notes payable by the Interim Balance Sheet and arising after Heartland Companies to third parties arose in the date thereof have arisen from ordinary course of business or otherwise represent amounts payable in respect of other bona fide transactions entered into by the Company in the Ordinary Course of Business. The Company has not written-off or reversed any accounts business transaction, and there is no such account payable or liability reserves note payable that is past due according to its terms, except those contested in a manner inconsistent with prior practicegood faith. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of BusinessSection 3.15

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group 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. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business. The No Group Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business.

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on in the Interim Balance Sheet Financial Statements and the accounts receivable arising after the date thereof Interim Balance Sheet Date (ai) have arisen from valid, bona fide transactions entered into by the Company involving the sale of goods or the rendering of services Target Companies in the Ordinary Course ordinary course of Business; business, and (bii) constitute only valid, undisputed valid claims of the Company Target Companies which, to the Knowledge of Tall Oak Parent, are 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; and (c) subject to a business. The reserve for bad debts shown on the Interim Balance Sheet Financial Statements or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the CompanyTarget Companies, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim 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. To , are adequate and reasonable based on the Knowledge past history of the CompanyTarget Companies with respect to their business and customers. Set forth on Section 4.22(a) of the Tall Oak Disclosure Schedule is a list of the accounts receivable of the Target Companies that, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party.as of (b) The All accounts payable reflected on of the Target Companies, including those included in the Unaudited Interim Financial Statements, arose in bona fide arm’s-length transactions in the ordinary course of business of the Target Companies. Since the Interim Balance Sheet and arising after Date, the date thereof Target Companies have arisen from bona fide transactions entered into by the Company paid their accounts payable in the Ordinary Course ordinary course and in a manner that is consistent with past practices of Businessthe Target Companies. The Except as set forth on Section 4.22(b) of the Tall Oak Disclosure Schedule, no Target Company has not written-off or reversed any accounts payable owing to Tall Oak Parent or liability reserves in a manner inconsistent with prior practiceany Related Person. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business4.23

Accounts Receivable; Accounts Payable. (a) The accounts receivable Accounts Receivable reflected on the Interim Balance Sheet and the accounts receivable Accounts Receivable arising after the date thereof (ai) have arisen from bona fide transactions entered into by the respective Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; , (bii) constitute only valid, undisputed claims of the respective Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (ciii) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the respective Group Company, are collectible in full within sixty (60) days after billingand no Group Company has agreed to accept a discount on the payment of any such Accounts Receivable. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the each Group 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. To the Knowledge of the Company’s Knowledge, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is none of the Accounts Receivable are pledged to any third party. (b) Section 5.13(b) of the Disclosure Schedule describes the sources of the Accounts Receivable in excess of Two Hundred Thousand Dollars ($200,000) reflected on the Interim Balance Sheet or arising after the date thereof. (c) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the respective Group Company in the Ordinary Course of Business. The No Group Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the respective Group Company in the Ordinary Course of Business.

Accounts Receivable; Accounts Payable. (a) The All accounts receivable reflected on the Interim Balance Sheet, and all accounts receivable arising subsequent to the Balance Sheet Date, have arisen in the ordinary course of business, and, to the best knowledge of the Sellers, represent valid obligations and are enforceable, subject to applicable laws affecting creditors' rights generally. All items which are required by United Kingdom generally accepted accounting principles to be reflected as accounts receivable on the Balance Sheet and on the books of the MBL Group are so reflected and any reserve accounts relating thereto have been established in accordance therewith applied in a manner consistent with past practices of the MBL Group. The amounts set forth on the Balance Sheet as reserves for bad debts are sufficient. Except as set forth on SCHEDULE 3.22, the accounts receivable reflected on the Balance Sheet and all accounts receivable arising after subsequent to the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services Balance Sheet Date are fully collectible in the Ordinary Course ordinary course of Business; (b) constitute only validbusiness, undisputed claims except to the extent of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown set forth on the Interim Balance Sheet orand, with respect to accounts receivable arising after the Interim Balance Sheet Date, on to the accounting records extent of the Company, are collectible in full within sixty (60) days after billing. The any reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company have account relating thereto that has been determined established in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made United Kingdom generally accepted accounting principles applied in footnotes. To the Knowledge a manner consistent with past practices of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third partyMBL Group. (b) The All accounts payable (including, without limitation, Taxes payable) reflected on the Interim Balance Sheet, and all accounts payable (including, without limitation, Taxes payable) of any member of the MBL Group arising subsequent to the Balance Sheet Date, have been and arising after the date thereof have arisen from bona fide transactions entered into by the Company are being paid in the Ordinary Course ordinary course of Business. The Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent business of the members of the MBL Group, consistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Businesspast practices.

Accounts Receivable; Accounts Payable. INVENTORY. Except as set forth in SCHEDULE 4.18 of the Disclosure Schedule: (a) The accounts receivable reflected Receivables on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim 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. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen (i) arose from the bona fide transactions entered into by sale of inventory, assets or services, in each case, in the Company Ordinary Course of Business, (ii) constitute only valid and undisputed claims, (iii) are not subject to counterclaims or setoffs, and (iv) are collectible in full, net of the applicable reserve for doubtful accounts, in the Ordinary Course of Business without resort to litigation (but in no event more than 90 days from the date they became due). (b) The inventory of Seller reflected on its books and records is in good and marketable condition, first quality material and is saleable in the Ordinary Course of Business, and the quantities of all such inventory are reasonable and warranted in the present circumstances of the business of Seller. Seller's inventory of raw materials, work in process and finished goods reflected on its books and records consists of items of a quality and quantity usable and, with respect to finished goods only, salable at their respective normal profit levels, in each case, in the Ordinary Course of Business. Seller's inventory of finished goods reflected on its books and records is not obsolete or damaged and is merchantable and fit for its particular use. Seller has, and will have as of the Closing Date, on hand or has ordered and expects timely delivery of such quantities of raw materials and has on hand such quantities of work in process and finished goods as are reasonably required timely to fill current orders on hand at its normal level of operations. The Company values at which such inventory is carried on the Tax Statements and the Interim Financial Statements have been determined in accordance with the normal valuation policy of Seller, consistently applied, and in accordance with fair and accurate business tax accounting. The costs of disposing of any and all obsolete inventory have been reserved for or accrued in the Tax Statements or the Interim Financial Statements. Seller has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practicechanged the method for valuing its inventory since its inception. The accrued expenses reflected on SCHEDULE 4.18(b) of the Interim Balance Sheet or accrued after the date thereof Disclosure Schedule lists all inventory, goods and products of Seller that have arisen from bona fide transactions entered into by the Company been billed and are still in the Ordinary Course possession of BusinessSeller.

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet Sheet, and the all other accounts receivable arising after of the date thereof Acquired Companies that have arisen from the Interim Balance Sheet Date and prior to the Closing Date, (ai) have arisen from bona fide transactions entered into by the Company Acquired Companies involving the sale of goods or the rendering of services in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (bii) constitute only valid, undisputed claims of the Company Acquired Companies 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 Businessbusiness consistent with past practice; and (ciii) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the CompanyAcquired Companies, are collectible in full within sixty (60) 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company Acquired Companies have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) The Since the Balance Sheet Date, the Acquired Companies have satisfied, paid and discharged all of their accounts payable reflected on and other current liabilities in a timely manner and in accordance with their respective terms of payment, except (i) for current accounts payable which are not yet delinquent and are properly accounted for in the Interim Balance Sheet Financial Statements in accordance with GAAP, consistently applied and arising after (ii) accounts payable that are the date thereof have arisen from subject of any bona fide transactions entered into by the Company in the Ordinary Course of Businessdispute. The Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from Any and all such bona fide transactions entered into by disputes that are currently unresolved are described on Section 3.14(b) of the Company in the Ordinary Course of BusinessDisclosure Schedules.

Accounts Receivable; Accounts Payable. (a) The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the applicable Group 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. To the Knowledge of the Company, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business. The No Group Company has not written-off or reversed any accounts payable or liability reserves in a manner inconsistent with prior practiceoutside of the Ordinary Course of Business. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business