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 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 and, to the Company’s best knowledge, are not subject to any set offs no set-off or counterclaims counterclaim, and are fully collectible collectable in the normal course of business business, after deducting the reserve set forth allowance for doubtful accounts stated in the Company’s Most Recent Balance SheetSheet in accordance with GAAP. Since the date of the Base Balance Sheet DateSheet, the Company and has collected its Subsidiaries have collected their respective accounts receivable in the ordinary course and in a manner that which is consistent with their prior practicespast practices and has not accelerated any such collections. Neither Except as set forth in SECTION 2.9(a) OF THE DISCLOSURE SCHEDULE, as of the date hereof, the 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 known by the Company to be affiliated with it or any of its Subsidiaries directors, executive officers, employees or from any directorstockholders, officer except for loans or employee of advances to employees which are less than $10,000 individually and $50,000 in the Company or any of its Subsidiaries or any Affiliate thereofaggregate. (b) All of the Except as set forth in SECTION 2.9(b) OF THE DISCLOSURE SCHEDULE, all 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, business and no such account payable or note payable which is material to the Company is delinquent by more than sixty (60) days in its payment. Since the date of the Base Balance Sheet DateSheet, the Company and has paid its Subsidiaries have paid their respective accounts payable in the ordinary course and in a manner that which is consistent with their respective prior its past practices. As Except as set forth in SECTION 2.9(b) OF THE DISCLOSURE SCHEDULE, as of the date hereof, neither the Company nor any has no account payable in excess of its Subsidiaries have any accounts payable $10,000 individually or $100,000 in the aggregate to any Person that which is an Affiliate of known by the Company to be 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 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 Schedule 2.9 sets forth each of the accounts receivable of the Company and its Subsidiaries are reflected on the Company’s balance sheet (the “Balance Sheet”) at December 31Subsidiary as of June 30, 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 business2005, aged by month. All such accounts receivable are valid claims and, to the Company’s best knowledgeand enforceable claims, are not subject to any set offs set-off or counterclaims counterclaim, and are fully collectible in the normal course of business after deducting the reserve set forth in the Company’s Balance Sheetbusiness. Since the date of the Base Balance Sheet DateSheet, the Company and its Subsidiaries the Subsidiary have collected their respective accounts receivable in the ordinary course of their respective business and in a manner that which is consistent with their prior practicespast practices and has not accelerated any such collections. Neither Except as set forth in Schedule 2.9 and Schedule 2.20, as of June 30, 2005, neither the Company nor any of its Subsidiaries the Subsidiary has any accounts receivable or loans receivable from any Person that is an Affiliate affiliate or any individual persons whose relationship with any of the Company Company's or the Subsidiary's directors, officers or employees or any shareholder is that of its Subsidiaries first cousin or from any director, officer or employee of the Company or any of its Subsidiaries or any Affiliate thereofcloser. (b) All of the accounts payable and notes payable of the Company and each of its Subsidiaries the Subsidiary 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 date of the Base Balance Sheet DateSheet, the Company and its Subsidiaries the Subsidiary have paid their respective accounts payable in the ordinary course of their respective business and in a manner that which is consistent with their respective prior past practices. As Except as set forth in Schedule 2.20, as of the date hereofJune 30, 2005, neither the Company nor the Subsidiary has any of its Subsidiaries have any accounts account payable to any Person that is an Affiliate affiliate or any individual persons whose relationship with any of the Company Company's or any the Subsidiary's directors, officers, employees or Shareholders is that of its Subsidiaries first cousin or to any director, officer or employee closer (other than expense reimbursement obligations incurred in the ordinary course of the Company or any of its Subsidiaries or any Affiliate thereofbusiness).