Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Company and its Subsidiaries are reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles and represent bona fide completed sales made in the ordinary course of business, are valid claims and, to the Company’s best knowledge, are not subject to any set offs or counterclaims and are fully collectible in the normal course of business after deducting the reserve set forth in the Company’s Balance Sheet. Since the Balance Sheet Date, the Company and its Subsidiaries have collected their respective accounts receivable in the ordinary course and in a manner that is consistent with their prior practices. Neither the Company nor any of its Subsidiaries has any accounts receivable or loans receivable from any Person that is an Affiliate of the Company or any of its Subsidiaries or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereof. (b) All of the accounts payable and notes payable of the Company and each of its Subsidiaries arose in bona fide arms’ length transactions in the ordinary course of business, and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since the Balance Sheet Date, the Company and its Subsidiaries have paid their respective accounts payable in the ordinary course and in a manner that is consistent with their respective prior practices. As of the date hereof, neither the Company nor any of its Subsidiaries have any accounts payable to any Person that is an Affiliate of the Company or any of its Subsidiaries or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereof.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Acquired Company are valid and its Subsidiaries are reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles and represent bona fide completed sales made in the ordinary course of businessenforceable claims, are valid claims subject to no known set-off or counterclaim, and, to the Company’s best knowledgeknowledge of the Founding Stockholders, are not subject to any set offs or counterclaims and are fully collectible in the normal course of business business, after deducting the reserve set forth any allowance for doubtful accounts stated in the Balance Sheet in accordance with generally accepted accounting principles, which allowance is a reasonable estimate of the Acquired Company’s Balance Sheet's uncollectible accounts. Since the date of the Balance Sheet DateSheet, the Acquired Company and has collected its Subsidiaries have collected their respective accounts receivable in the ordinary course of its business and in a manner that which is consistent with their prior practicespast practices and has not accelerated any such collections. Neither As of the date hereof, and except as described in Section 2.10(a) to the Disclosure Schedule, the Acquired Company nor any of its Subsidiaries has does not have any accounts receivable or loans receivable from any Person that which is an Affiliate of the Company affiliated with it or any of its Subsidiaries directors, officers, employees or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofstockholders. (b) All of the accounts payable and notes payable of the Acquired Company and each of its Subsidiaries arose in bona fide arms’ ' length transactions in the ordinary course of business, business and no such account payable or note payable is delinquent by more than sixty (60) 60 days in its payment. Since the date of the Balance Sheet DateSheet, the Acquired Company and has paid its Subsidiaries have paid their respective accounts payable in the ordinary course of its business and in a manner that which is consistent with their respective prior its past practices. As of the date hereofhereof and except as described in Section 2.10(b) to the Disclosure Schedule, neither the Acquired Company nor any of its Subsidiaries have any accounts has no account payable to or lease with any Person that which is an Affiliate of the Company affiliated with it or any of its Subsidiaries directors, officers, employees or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofstockholders.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Company and its Subsidiaries are reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles valid and represent bona fide completed sales made in the ordinary course of businessenforceable claims, are valid claims and, to the Company’s best knowledge, are not subject to any set offs no set-off or counterclaims counterclaim, and are fully collectible in the normal course of business business, after deducting the reserve set forth for doubtful accounts and cancellation accounts stated in the Most Recent Balance Sheet; the amount of such reserve has been determined in accordance with GAAP. Section 2.9(a) of the Company Disclosure Schedule contains an aging of each of the Company’s Balance Sheetand its Subsidiaries’ accounts receivable as of February 29, 2012 that is true and correct in all material respects. Since the date of the Most Recent Balance Sheet DateSheet, the Company and its Subsidiaries have collected their respective accounts receivable in the ordinary course and Ordinary Course of Business. Except as set forth in a manner that is consistent with their prior practices. Neither Section 2.9(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any accounts receivable or loans receivable from any Person that person which is an Affiliate of the Company affiliated with it or any of its Subsidiaries directors, officers, Employees, Workers or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofstockholders. (b) All of the accounts payable and notes payable of the Company and each of its Subsidiaries arose in bona fide arms’ arm’s length transactions in the ordinary course Ordinary Course of businessBusiness, and no such account payable or note payable is materially delinquent by more than sixty (60) days in its payment. Since the date of the Most Recent Balance Sheet DateSheet, the Company and its Subsidiaries have paid their respective accounts payable in the ordinary course and Ordinary Course of Business. Except as set forth in a manner that is consistent with their respective prior practices. As Section 2.9(b) of the date hereofCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries have has any accounts account payable to any Person that who is an Affiliate of the Company affiliated with it or any of its Subsidiaries directors, officers, Employees, Workers or to any director, officer or employee stockholders other than expense reimbursements in the Ordinary Course of the Company or any of its Subsidiaries or any Affiliate thereofBusiness.

Accounts Receivable; Accounts Payable. (a) All Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or as reserved for on the Base Balance Sheet, all of the accounts receivable of the Company and each of its Subsidiaries are reflected represented on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Base Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles represent transactions concluded for good and represent valuable consideration resulting from bona fide completed sales made arm’s length transactions in the ordinary course of businessbusiness for the sale of products or performance of services to third parties. Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or as reserved against on the Base Balance Sheet, all of such accounts receivable are valid and enforceable claims, are valid claims and, to the Company’s best knowledge, are not subject to any set offs no set-off or counterclaims counterclaim, and are fully collectible have not been disputed other than normal discount and warranty claims and customary reserves required by GAAP accrued in the normal ordinary course of business after deducting the reserve set forth in the Company’s Balance Sheetconsistent with past practice. Since the date of the Base Balance Sheet DateSheet, the Company and each of its Subsidiaries have collected their respective its accounts receivable in the ordinary course of its business and in a manner that which is consistent with their prior practices. Neither the Company nor past practices and have not accelerated any of its Subsidiaries has any accounts receivable or loans receivable from any Person that is an Affiliate of the Company or any of its Subsidiaries or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofsuch collections. (b) All Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, all of the accounts payable and notes payable of the Company and each of its Subsidiaries reflected on the Base Balance Sheet arose in bona fide arms’ arm’s length transactions in the ordinary course of business, business and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since the Base Balance Sheet DateSheet, the Company and each of its Subsidiaries have paid their respective its accounts payable in the ordinary course of its business and in a manner that which is consistent with their respective prior practices. As of the date hereof, neither the Company nor its past practices and have not delayed any of its Subsidiaries have any accounts payable to any Person that is an Affiliate of the Company or any of its Subsidiaries or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofsuch payments.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Company and its Subsidiaries are reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 2008 (the “Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles and represent bona fide completed sales made in the ordinary course of business, are valid claims and, to the Company’s best knowledge, are not subject to any set offs or counterclaims and are fully collectible in the normal course of business after deducting the reserve set forth in the Company’s Balance Sheet. Since the Balance Sheet Date, the Company and its Subsidiaries have collected their respective accounts receivable in the ordinary course and in a manner that is consistent with their prior practices. Neither the Company nor any of its Subsidiaries has any accounts receivable or loans receivable from any Person that is an Affiliate of the Company or any of its Subsidiaries or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereof. (b) All of the accounts payable and notes payable of the Company and each of its Subsidiaries arose in bona fide arms’ length transactions in the ordinary course of business, and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since the Balance Sheet Date, the Company and its Subsidiaries have paid their respective accounts payable in the ordinary course and in a manner that is consistent with their respective prior practices. As of the date hereof, neither the Company nor any of its Subsidiaries have any accounts payable to any Person that is an Affiliate of the Company or any of its Subsidiaries or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereof.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Company Company, the Business Strategy Group and its the Subsidiaries are reflected properly on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Balance Sheet Date”) their books and records in accordance with U.S. generally accepted accounting principles and represent GAAP, are valid receivables, arose from bona fide completed sales made transactions in the ordinary course of businessbusiness and, except as reflected in accounts payable on the Most Recent Balance Sheet, are valid claims and, to the Company’s best knowledge, are not subject to any no known set offs off or counterclaims and are fully collectible in the normal course of business after deducting the reserve counterclaim except as set forth in the allowance for doubtful accounts stated in the Most Recent Balance Sheet in accordance with GAAP, which allowance, is a reasonable estimate, in accordance with GAAP, of the uncollectible accounts of the Company’s Balance Sheet, the Business Strategy Group and the Subsidiaries. Since the date of the Most Recent Balance Sheet DateSheet, each of the Company, the Company Business Strategy Group and the Subsidiaries has collected its Subsidiaries have collected their respective accounts receivable in the ordinary course of business and in a manner that which is consistent with their prior past practices. Neither the Company nor any of its the Subsidiaries has any accounts receivable or loans receivable from the Seller or any Person that is an Affiliate of Seller's subsidiaries (other than the Company or any of its Subsidiaries or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofSubsidiaries). (b) All Except as set forth in Section 2.23(b) of the Disclosure Schedule, all accounts payable and notes payable of the Company Company, the Business Strategy Group and each of its the Subsidiaries arose in bona fide arms’ length transactions in the ordinary course of business, business and no such account payable or note payable is delinquent by more than sixty (60) 60 days in its paymentpayment as of the date hereof. Since the date of the Most Recent Balance Sheet DateSheet, each of the Company, the Company Business Strategy Group and the Subsidiaries has paid its Subsidiaries have paid their respective accounts payable in the ordinary course of business and in a manner that which is consistent with their respective prior past practices. As Except as set forth on Section 2.23(b) of the date hereofDisclosure Schedule, neither the Company nor the Subsidiaries has any account payable to Seller or any of its Subsidiaries have any accounts payable to any Person that is an Affiliate of Seller's subsidiaries (other than the Company or any of its Subsidiaries or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofSubsidiaries).

Accounts Receivable; Accounts Payable. (a) All Except as set forth in Section 2.9 of the Disclosure Schedule, all of the accounts receivable of the Company and each of its Subsidiaries are reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles and represent bona fide completed sales made in the ordinary course of business, are valid claims and, to the knowledge of the Company’s best knowledge, enforceable claims, are not subject to any set offs no set-off or counterclaims counterclaim, and are fully collectible in the normal course of business business, after deducting the reserve set forth for doubtful accounts stated in the Company’s Base Balance Sheet, which reserve is in accordance with generally accepted accounting principles of the United States. Since the date of the Base Balance Sheet DateSheet, each of the Company and each of its Subsidiaries have has collected their respective its accounts receivable in the ordinary course of its business and in a manner that which is consistent with their prior practicesits past practices and has not accelerated any such collections. Neither Except as set forth in Section 2.9 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any accounts receivable or loans receivable from any Person that person which is an Affiliate of the Company affiliated with it or any of its Subsidiaries directors, officers, employees or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofshareholders. (b) All Except as set forth in Section 2.9 of the Disclosure Schedule, all accounts payable and notes payable of the Company and each of its Subsidiaries arose in bona fide arms’ arm’s length transactions in the ordinary course of businessbusiness and, and to the knowledge of the Company, no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since the date of the Base Balance Sheet DateSheet, the Company and each of its Subsidiaries have has paid their respective its accounts payable in the ordinary course of its business and in a manner that which is consistent with their respective prior its past practices. As Except as set forth in Section 2.9 of the date hereofDisclosure Schedule, neither the Company nor any of its Subsidiaries have has any accounts account payable to any Person that person which is an Affiliate of the Company affiliated with it or any of its Subsidiaries directors, officers, employees or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofshareholders.

Accounts Receivable; Accounts Payable. (a) All of the The accounts receivable of the Company and its Subsidiaries are other receivables reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31, 2007 (the “Balance Sheet Date”) in accordance with U.S. generally accepted accounting principles and represent bona fide completed sales made arose in the ordinary course of business, are valid consistent with past practices, represented bona fide claims and, to the Company’s best knowledge, are not subject to any set offs or counterclaims for sales and are fully collectible in the normal course of business after deducting the reserve other charges. Accounts receivable and allowances for doubtful accounts set forth in the Company’s Balance Sheetfinancial statements have been prepared in accordance with GAAP consistently applied. Since the Balance Sheet Date, The accounts receivable and other receivables of the Company and its Subsidiaries have collected their respective accounts receivable subsidiaries arising after the Reference Date and before the date of this Agreement arose in the ordinary course Ordinary Course of Business and in a manner that is consistent with their prior practicesrepresented bona fide claims for sales and other charges. Neither No material amount of the Company nor any of its Subsidiaries has any accounts receivable or loans other receivables of the Company or its subsidiaries are subject to any claim of offset, recoupment, setoff or counter-claim received by the Company or such a subsidiary in writing, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could reasonably give rise to any such claim. No material amount of accounts receivable from any Person that or other receivables is an Affiliate of contingent upon the performance by the Company or any of its Subsidiaries subsidiaries of any obligation or from Contract except as reflected in the Company’s deferred revenue on the Balance Sheet. No Person has any director, officer or employee of the Company or Encumbrance (other than Permitted Encumbrances) on any of its Subsidiaries such accounts receivable or other receivable, and no agreement for deduction or discount has been made with respect to any Affiliate thereofof such accounts receivable or other receivable. (b) All of the accounts payable and notes payable of the Company and each its subsidiaries reflected on the Balance Sheet or that arose following the Reference Date and before the date of its Subsidiaries this Agreement arose in the Ordinary Course of Business in bona fide arms’ length transactions in the ordinary course of business, and no such account payable or note payable is delinquent by more than sixty (60) 60 days in its payment. Since the Balance Sheet DateReference Date through the execution of this Agreement, the Company and its Subsidiaries subsidiaries have paid their respective accounts payable and notes payable in the ordinary course and in a manner that is consistent with their respective prior practices. As Ordinary Course of the date hereof, neither the Company nor any of its Subsidiaries have any accounts payable to any Person that is an Affiliate of the Company or any of its Subsidiaries or to any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofBusiness.