Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) 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 to be as of the Closing Time). All Accounts Receivable represent or will represent valid obligations arising from products or services actually sold by the Company or the Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, 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 consistently with past practices. To the Seller’s Knowledge, there is no contest, claim, or right to set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. (b) All Accounts Payable represent or will represent valid obligations arising from purchases or commitments 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. To the Seller’s Knowledge, there is no contest, claim, or right to set off, under any Contract with any obligee of an Accounts Payable relating to the amount or validity of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods or services actually sold by the Company or the Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, 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 consistently consistent with past practices. To the Seller’s Knowledge, there There is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts 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 Interim 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 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. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract with any obligee of an Accounts 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 the Interim Date, which list sets forth the aging of such Accounts Payable.

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

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods or services actually sold by the Company or the Subsidiary each Company’s, as applicable, in the Ordinary Course of Business. Unless paid prior to the Closing Date, to the Knowledge of the applicable Company’s and the Seller, 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 such Company’s as of the Closing Date, respectively. The foregoing reserves are or will be adequate and calculated consistently consistent with past practicespractices of each Company’s, as applicable. To the Knowledge of the applicable Company’s and the Seller’s Knowledge, there is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.9(a) contains a list of all Accounts Receivable as of the Date 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 or the Subsidiary 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 Latest Balance Sheet, the Interim Balance Sheet and the accounting records of the Company each Company’s, as applicable, as of the Closing Date, respectively. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract with any obligee of an Accounts Account Payable relating to the amount or validity of such Account Payable. Schedule 4.9(b) contains a list of all Accounts Payable as of the Date of Close, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods 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 consistently consistent with past practices. To the Seller’s KnowledgeKnowledge of the Company and the Sellers, there is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts 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 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. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract with any obligee of an Accounts 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) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods or services actually sold by the Company or the Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, 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, provided, however, that the foregoing shall not be construed as a guarantee of such collectability. The foregoing reserves are or will be adequate and calculated consistently consistent with past practices. To the Seller’s Knowledge, there There is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts 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 Interim 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 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, respectivelyterms. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract with any obligee of an Accounts Account Payable relating to the amount or validity of such Accounts Account Payable.

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods or services actually sold by the Company or the Subsidiary 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 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 such Company as of the Closing Date, respectively. The foregoing reserves are or will be adequate and calculated consistently consistent with past practicespractices of each Company, as applicable. To the Seller’s KnowledgeKnowledge of the applicable Company and the Sellers, there is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Account Receivable. Schedule 4.9(a) contains a list of all Accounts Receivable as of the Date 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 or the Subsidiary 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 Latest Balance Sheet, the Interim Balance Sheet and the accounting records of the Company each Company, as applicable, as of the Closing Date, respectively. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract with any obligee of an Accounts Account Payable relating to the amount or validity of such Account Payable. Schedule 4.9(b) contains a list of all Accounts Payable as of the Date of Close, which list sets forth the aging of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s Accounts Receivable as of the date hereof February 28, 2013 (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable represent or will represent valid obligations arising from products or services actually sold by the Company or the any Subsidiary in the Ordinary Course of Business. Unless paid prior to the Closing Date, 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 consistently with past practices. To the Seller’s Knowledge, there There is no contest, claim, or right to set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. (b) All Accounts Payable represent or will represent valid obligations arising from purchases or commitments made by the Company or the 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. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, under any Contract with any obligee of an Accounts Payable relating to the amount or validity of such Accounts Payable.

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods 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 Seller, 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 consistently consistent with past practices. To the Knowledge of the Company and the Seller’s Knowledge, there is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts 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 September 30, 2016, 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. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract with any obligee of an Accounts 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 September 30th, 2016, 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) Schedule 5.10 sets forth a list of all All accounts receivable of the Company’s Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be Company as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods or services actually sold by the Company or the Subsidiary in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, 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 Latest 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 or will be adequate and calculated consistently consistent with past practices. To the Seller’s Knowledge, there There is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract or agreement with any obligor of an Accounts Receivable account receivable relating to the amount or validity of such account receivable. The Accounts ReceivableReceivable Schedule contains a list of all accounts receivable as of the date of the Latest Balance Sheet, which list sets forth the aging of such accounts 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 or the Subsidiary 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 Latest Balance Sheet, the Interim Balance Sheet Financial Statements and the accounting records of the Company as of the Closing Date, respectively. To the Seller’s Knowledge, there There is no contest, claim, or right to set off, set-off under any Contract contract or agreement with any obligee of an Accounts Payable account payable relating to the amount or validity of such account payable. The Accounts PayablePayable Schedule contains a list of all accounts payable as of date of the Latest Balance Sheet, which list sets forth the aging of such accounts payable.

Accounts Receivable; Accounts Payable. (a) Schedule 5.10 sets forth a list of all of the Company’s All Accounts Receivable as of the date hereof (and which shall be updated prior to Closing to be as of the Closing Time). All Accounts Receivable Date represent or will represent valid obligations arising from products goods or services actually sold by the Company or the Subsidiary 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 Seller, 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 such Company as of the Closing Date, respectively, except as set forth on Schedule 4.9(a). The foregoing reserves are or will be adequate and calculated consistently consistent with past practicespractices of each Company, as applicable. To the Knowledge of the applicable Company and the Seller’s Knowledge, there is no contest, claim, or right to set-off, other than returns warranty work in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account 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 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 Latest Balance Sheet, the Interim Balance Sheet and the accounting records of the Company each Company, as applicable, as of the Closing Date, respectively. To the Seller’s Knowledge, there is no contest, claim, or right to set off, under any Contract with any obligee respectively Schedule 4.9(b) contains a list of an all Accounts Payable relating to as of the amount or validity Date of Close, which list sets forth the aging of such Accounts Payable.