Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the Sellers, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Knowledge of the Company and the Sellers, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31, 2015, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December 31, 2015, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company Companies in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the SellersCompanies’ Knowledge, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company Companies as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Knowledge of the Company and the SellersCompanies’ Knowledge, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December July 31, 2015, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company Companies in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company Companies as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December July 31, 2015, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the Sellers, the Accounts Receivable are and will be as of the Closing Date current and collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Knowledge of the Company and the Sellers, there There is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31June 30, 20152014, which list sets forth the aging of such Accounts Receivable. The Parties agree that the Excluded Accounts Receivable shall be the property of Xx. Xxx and not the Company or the Buyer. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December 31June 30, 20152014, which list sets forth the aging of such Accounts Payable. The Parties agree that the Related Notes are the responsibility of the Company following the Closing, and that the Buyer shall provide sufficient funds to the Company to satisfy the Related Notes as set forth in Section 2.2(c) above.

Accounts Receivable; Accounts Payable. (a) All Schedule 5.10 sets forth a list of all of the Accounts Receivable as of February 28, 2013 (and which shall be updated prior to Closing to be as of the Closing Date Time). All Accounts Receivable represent or will represent valid obligations arising from goods products or services actually sold by the Company or any Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the Sellers, the Accounts Receivable are and will be as of the Closing Date current and collectible in accordance with their terms net of the respective reserves shown on the Latest Balance Sheet, the Interim Balance Sheet Sheets and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are or will be adequate and calculated consistent consistently with past practices. To the Knowledge of the Company and the Sellers, there There is no contest, claim, or right to set-off, other than warranty work returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Accounts Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31, 2015, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company or any Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Latest Balance Sheet, the Interim Balance Sheet Sheets and the accounting records of the Company as of the Closing Date, respectively. There is no contest, claim, or right to set-off set off, under any Contract with any obligee of an Account Accounts Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December 31, 2015, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable accounts receivable of the Company as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, to the Knowledge of the Company and the Sellers, the Accounts Receivable accounts receivable are and will be as of the Closing Date current and collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet Financial Statements and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Knowledge of the Company and the Sellers, there There is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract or agreement with any obligor of an Account Receivable account receivable relating to the amount or validity of such Account Receivableaccount receivable. The Accounts Receivable Schedule 4.10(a) contains a list of all Accounts Receivable accounts receivable as of the December 31, 2015date of the Latest Balance Sheet, which list sets forth the aging of such Accounts Receivableaccounts receivable. (b) All Accounts Payable accounts payable of the Company as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Payable accounts payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet Financial Statements and the accounting records of the Company as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract contract or agreement with any obligee of an Account Payable account payable relating to the amount or validity of such Account Payableaccount payable. The Accounts Payable Schedule 4.10(b) contains a list of all Accounts Payable accounts payable as of December 31, 2015date of the Latest Balance Sheet, which list sets forth the aging of such Accounts Payableaccounts payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company each Company’s, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company applicable Company’s and the SellersSeller, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company such Company’s as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practicespractices of each Company’s, as applicable. To the Knowledge of the Company applicable Company’s and the SellersSeller, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a4.9(a) contains a list of all Accounts Receivable as of the December 31, 2015Date of Close, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company each Company’s, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company each Company’s, as applicable, as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b4.9(b) contains a list of all Accounts Payable as of December 31, 2015the Date of Close, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the SellersSeller, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Knowledge of the Company and the SellersSeller, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31September 30, 20152016, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December 31September 30th, 20152016, which list sets forth the aging of such Accounts Payable. As of the Closing, the aggregate amount of Accounts Payable shall not exceed $15,000.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the Sellers, the Accounts Receivable are and will be as of the Closing Date current and collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practices. To the Knowledge of the Company and the Sellers, there There is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31, 2015Interim Date, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December 31, 2015the Interim Date, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company each Company, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the applicable Company and the Sellers, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the such Company as of the Closing Date, respectively. The foregoing reserves are calculated consistent with past practicespractices of each Company, as applicable. To the Knowledge of the applicable Company and the Sellers, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a4.9(a) contains a list of all Accounts Receivable as of the December 31, 2015Date of Close, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company each Company, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company each Company, as applicable, as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b4.9(b) contains a list of all Accounts Payable as of December 31, 2015the Date of Close, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Schedule 5.10 sets forth a list of all of the Company’s Accounts Receivable as of the date hereof (and which shall be updated prior to Closing Date to be as of the Closing Time). All Accounts Receivable represent or will represent valid obligations arising from goods products or services actually sold by the Company or the Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the Company and the Sellers, the Accounts Receivable are and will be as of the Closing Date current and collectible in accordance with their terms net of the respective reserves shown on the Latest Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. The foregoing reserves are or will be adequate and calculated consistent consistently with past practices. To the Knowledge of the Company and the SellersSeller’s Knowledge, there is no contest, claim, or right to set-off, other than warranty work returns in the Ordinary Course of Business, under any Contract with any obligor of an Account Accounts Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31, 2015, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company or the Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Latest Balance Sheet, the Interim Balance Sheet and the accounting records of the Company as of the Closing Date, respectively. There To the Seller’s Knowledge, there is no contest, claim, or right to set-off set off, under any Contract with any obligee of an Account Accounts Payable relating to the amount or validity of such Account Payable. Schedule 4.10(b) contains a list of all Accounts Payable as of December 31, 2015, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All Accounts Receivable as of the Closing Date represent or will represent valid obligations arising from goods or services actually sold by the Company each Company, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the applicable Company and the SellersSeller, the Accounts Receivable are and will be as of the Closing Date collectible in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the such Company as of the Closing Date, respectively, except as set forth on Schedule 4.9(a). The foregoing reserves are calculated consistent with past practicespractices of each Company, as applicable. To the Knowledge of the applicable Company and the SellersSeller, there is no contest, claim, or right to set-off, other than warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.10(a) contains a list of all Accounts Receivable as of the December 31, 2015, which list sets forth the aging of such Accounts Receivable. (b) All Accounts Payable as of the Closing Date represent or will represent valid obligations arising from purchases or commitments actually made by the Company each Company, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Payable are and will be as of the Closing Date current and payable in accordance with their terms net of the respective reserves shown on the Balance Sheet, the Interim Balance Sheet and the accounting records of the Company each Company, as applicable, as of the Closing Date, respectively. There is no contest, claim, or right to set-off under any Contract with any obligee of an Account Payable relating to the amount or validity of such Account Payable. respectively Schedule 4.10(b4.9(b) contains a list of all Accounts Payable as of December 31, 2015the Date of Close, which list sets forth the aging of such Accounts Payable.