Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to the Business, including all accounts receivable included in the Assets (i) have arisen from bona fide transactions in the ordinary course of the Business consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents bxxxxxxx prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses of the Business have arisen only from bona fide transactions in the ordinary course of the Business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as of the date hereof.

Appears in 4 contracts

Samples: Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.), Merger Agreement (ONE Group Hospitality, Inc.)

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Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to of the Business, including all accounts receivable included in the Assets Acquired Assets, (i) have arisen from bona fide transactions in the ordinary course of the Business business consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and are without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements)counterclaim, and (iv) are owned by the Company Seller free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents bxxxxxxx xxxxxxxx prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAPservices. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, or threatened to refuse to pay its obligations for any reason and, to the knowledge of the CompanySeller’s Knowledge, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Section 3.21(a) of the Disclosure Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report dated within five (5) days as of the date hereof. (b) All accounts payable and accrued expenses of the Business Seller have arisen only from bona fide transactions in the ordinary course of the Business business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on payment. Section 3.21(b) of the Disclosure Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as of the date hereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Ballard Power Systems Inc.)

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to Except as set forth on Schedule 3.16, all of the Businessbilled and unbilled Accounts Receivable, including all those reflected on the Telefonix Balance Sheet and the PDT Balance Sheet, (net of any allowances for doubtful accounts receivable included in the Assets (iand/or reserves as reflected thereon) have arisen arose from bona fide transactions in the ordinary course and represent valid obligations of the Business consistent with past practice, (ii) represent valid obligor thereto. All billed Accounts Receivable will be good and enforceable obligations, (iii) is presently expected to be fully collected collectible in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents bxxxxxxx prior to actual sale of goods or provision of services other than full in the ordinary course of business consistent with past practice and in a manner consistent with any event not later than one hundred twenty (120) days after the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete Closing Date and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable all unbilled Accounts Receivable will be good and accrued expenses of the Business have arisen only from bona fide transactions collectible in full in the ordinary course of business and in any event not later than one (1) year after the Business consistent with past practiceClosing Date. To the knowledge of the Sellers, and no none of such account payable or accrued expense Accounts Receivable is, or as of at the Closing Date will be, delinquent in its payment by more than 45 days, except subject to any counterclaim or claim for set-off. Except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as 3.16, no agreement for deduction or discount has been made with respect to any of the date hereofAccounts Receivable other than trade discounts provided in the Ordinary Course of Business. (b) The Accounts Payable and Accrued Liabilities, including those reflected on the Telefonix Balance Sheet and the PDT Balance Sheet, have arisen in bona fide transactions in the Ordinary Course of Business. None of the Accounts Payable or Accrued Liabilities, including those reflected on the Telefonix Balance Sheet or the PDT Balance Sheet, represent amounts alleged to be owed by a Subject Company which such Subject Company has disputed or refused to pay.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astronics Corp)

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable relating to receivable, whether billed or unbilled, of the Business, including all accounts receivable included in the Assets (i) have arisen from bona fide transactions Company arose in the ordinary course of business, and, to the Business consistent with past practiceCompany’s Knowledge, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (are not subject to any reserve valid set-off or counterclaim, do not represent obligations for bad debts goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the Knowledge of the Company, are collectible except to the extent of reserves therefor set forth or reflected in the Financial Statements)Current Balance Sheet or, for receivables arising subsequent to the Balance Sheet Date, as reflected on the books and (iv) are owned by records of the Company. No Person has any Lien on any accounts receivable of the Company free and clear of all Liens. No no agreement for deduction or discount or allowance from any such receivable has been made or agreed with respect to and none represents bxxxxxxx prior to actual sale any accounts receivable of goods or provision of services the Company other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAPbusiness. There is The Company has no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses notes payable of the Business have arisen only from Company arose in bona fide arm’s length transactions in the ordinary course of the Business consistent with past practice, business and no such account payable or accrued expense is, or as of the Closing Date will be, note payable is delinquent in its payment by more than 45 days[***] in its payment. Since the Balance Sheet Date, except the Company has paid its accounts payable in the ordinary course of business and in a manner consistent with its past practices, and the Company has not materially delayed any such payments. (c) Other than as otherwise set forth on Schedule 7.18(b). Schedule 7.18(bSection 3.8(c) is a complete and accurate accounts payable aging report of the Disclosure Schedule, the Company has no outstanding Indebtedness as of immediately prior to the date hereofClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lexeo Therapeutics, Inc.)

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to Accounts Receivable of the Business, including all accounts receivable included in Seller as of the Assets Closing Date (i) have arisen from bona fide transactions in the ordinary course of the Business business consistent with past practice, (ii) represent valid and enforceable obligations, and (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company Seller free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents bxxxxxxx xxxxxxxx prior to actual sale of goods or provision of services other than in services. To the ordinary course Knowledge of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There Seller, there is no obligor of any such account receivable Account Receivable that has refused or, to the knowledge of the Company, or threatened to refuse to pay its obligations for any reason and, to the knowledge Knowledge of the CompanySeller, no such obligor has been declared bankrupt by a Court court of competent jurisdiction or that is subject to any bankruptcy proceeding. Attached hereto as Schedule 7.18(a4.30(a) sets forth is a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses of the Business Seller have arisen only from bona fide transactions transaction in the ordinary course of the Business business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b)payment. Schedule 7.18(b4.30(b) is a complete and accurate accounts payable aging report as of the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (St. Bernard Software, Inc.)

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Accounts Receivable; Accounts Payable. (a) All Except for notes and accounts receivables that would not be deemed to be material under IFRS, all notes and accounts receivable of the Company or any of its Subsidiaries reflected in the Annual Financial Statements are current and collectible in amounts not less than the aggregate amount thereof (net of reserves that are established in accordance with IFRS applied consistently with prior practice) carried (or to be carried) on the books of the Company and represent bona fide transactions that arose in the Ordinary Course and are properly reflected on the Company’s books and records. As of the date of this Agreement, except as set forth on Schedule 5.11, none of such notes or accounts receivable that relate to a Material Customer are (i) past due more than ninety (90) days and there is no contest, claim, defense or right of setoff with any account debtor of an accounts receivable relating to the Businessamount or validity of such accounts receivable and (ii) to the Knowledge of the Company, including (A) all such notes or accounts receivable that relate to a Material Customer (net of reserves that are established in accordance with IFRS applied consistently with prior practice) are collectable in the Ordinary Course and (B) no request for or an agreement for deduction or discount has been made with respect to such accounts receivable that relate to a Material Customer. (b) The accounts payable of the Company reflected in the Annual Financial Statements and all accounts receivable included in payable arising subsequent to the Assets (i) have arisen date thereof arose from bona fide transactions in the ordinary course of the Business Ordinary Course consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents bxxxxxxx prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses of the Business have arisen only from bona fide transactions in the ordinary course of the Business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as of the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Evergreen Corp)

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable relating to of the Business, including all accounts receivable included in the Assets Companies (i) have arisen from arose in bona fide arms’ length transactions in the ordinary course of the Business consistent with past practicebusiness, (ii) represent are valid and enforceable obligationsclaims, subject to the Enforceability Exception, (iii) is presently expected are not subject to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset set off or counterclaim (subject to any reserve for bad debts reflected in the Financial Statementsexcept as may arise under Applicable Law), and (iv) are owned by fully collectible in the Company free ordinary course of business, subject to any reserves for doubtful accounts identified on the Unaudited Interim Balance Sheet or established since the date of the Unaudited Interim Balance Sheet in accordance with the Accounting Principles and clear of all Liens(v) have been recorded in accordance with GAAP. No discount or allowance from any such Since the Balance Sheet Date, the accounts receivable has have been made or agreed to and none represents bxxxxxxx prior to actual sale of goods or provision of services other than collected in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor collections of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereofhave not been accelerated in any material respect. (b) All of the accounts payable and accrued expenses of the Business have arisen only from Companies arose in bona fide arms’ length transactions in the ordinary course of the Business consistent with past practice, business and no such account payable or accrued expense is, or as of the Closing Date will be, note payable is delinquent in its payment except to the extent disputed in good faith by more than 45 daysany of the Companies. Since the Balance Sheet Date, except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate the accounts payable aging report as of the date hereofCompanies has been paid in the ordinary course of business. None of the Companies has accounts payable to any of its managers, officers, employees or members (except for ordinary course obligations arising as a result of employment relationships).

Appears in 1 contract

Samples: Stock Purchase Agreement (Verisk Analytics, Inc.)

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