Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. (a) Each of the currently outstanding Accounts Receivables arose from bona fide transactions in the ordinary course of business of the Company and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently applied. The Company has good and valid title to the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrances, and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of business.

Accounts Receivable and Accounts Payable. (a) Each of the currently outstanding Accounts Receivables Receivable arose from bona fide transactions in the ordinary course Ordinary Course of business Business of the Company and represents the genuine, valid and legally enforceable obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contractinvoice) has been asserted or, to the Knowledge of the Sellers, is threatened in writing by any of the account debtors of such Accounts ReceivablesReceivable. Any reserve for bad debts shown on To the Company Financial Statements orKnowledge of the Sellers, with respect to none of the account debtors of the Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting records of the Company have been determined is involved in accordance with GAAP consistently applieda bankruptcy or insolvency proceeding or is generally unable to pay its debts as they become due. The Company has good and valid title to the Accounts Receivables Receivable free and clear of all EncumbrancesLiens, except for Permitted Encumbrances, and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts ReceivablesLiens. No goods or services, the sale or provision of which gave rise to any such Accounts ReceivablesReceivable, have been returned to the Company or rejected by any account debtor or lost or damaged prior to receipt thereby, except . Set forth on Schedule 5.12 is a listing of Accounts Receivable as would not reasonably be expected, individually or in the aggregate, to be material of a date no more than seven days prior to the Companydate of this Agreement, which listing sets forth the number of days each Accounts Receivable has been outstanding. The Since December 31, 2015, Company has not written off any of such Account Receivables Accounts Receivable as uncollectible, except for normal cash discounts accrued in the ordinary course of business.

Accounts Receivable and Accounts Payable. (aar) Each of the currently outstanding Accounts Receivables arose from bona fide transactions in the ordinary course Ordinary Course of business Business of the Company Group and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of SellersSeller, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable accounts receivable arising after the date of the Latest Company Interim Balance Sheet, on the accounting records of the Company Group have been determined in accordance with GAAP consistently applied. The Company Group has good and valid title to the Accounts Receivables free and clear of all Encumbrances, Liens except for Permitted Encumbrances, Liens and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, have been returned to the Company Group by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the CompanyCompany Group, taken as a whole. The Company Group has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course Ordinary Course of businessBusiness.

Accounts Receivable and Accounts Payable. (a) Each Except as disclosed on Schedule 5.10(a), each of the currently outstanding Accounts Receivables arose from bona fide transactions in the ordinary course Ordinary Course of business Business of the Company Company, is reflected in accordance with GAAP on the Books and Records, is current and collectible and represents the genuine, bona fide, valid and legally enforceable obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of SellersSeller, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable accounts receivable arising after the date of the Latest Company Interim Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently appliedGAAP. The Company has good and valid title to the Accounts Receivables free and clear of all Encumbrances, Liens except for Permitted Encumbrances, Liens and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has will have been made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, have been returned or rejected to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except uncollectible in excess of the reserves for normal cash discounts accrued in uncollected Receivables reflected on the ordinary course of businessFinancial Statements.

Accounts Receivable and Accounts Payable. (a) Each of the currently outstanding Accounts Receivables arose from bona fide transactions in the ordinary course of business All accounts receivable of the Company reflected on the balance sheets included in the Financial Statements, and represents all accounts receivable arising subsequent to the valid obligation date of the account debtor (subject only Latest Balance Sheet Date, represent sales actually made or services actually performed in the Ordinary Course of Business or legal, valid and binding claims against the respective debtors as to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance which full performance has been rendered. Unless paid or adjustment (other than discounts for prompt payment shown on written off in the invoice or permitted pursuant Ordinary Course of Business in accordance with past practice prior to the applicable Contract) has Closing Date, such accounts receivable will be as of the Closing Date collectible consistent with the Company’s past collection practice net or respective reserves against such accounts receivable for returns, allowances, charge backs and bad debts, which such reserves are commercially reasonable and have been asserted determined in accordance with GAAP. Except to the extent reserved against any accounts receivable or as reflected by prepayments or unused credits, no counterclaims or offsetting claims with respect to such accounts receivable are pending or, to the Knowledge of Sellersthe Company, is threatened by any threatened. Schedule 5.23 of the account debtors Disclosure Statement sets forth a description of such Accounts Receivables. Any reserve for bad debts shown on any security arrangements and collateral securing the Company Financial Statements or, with respect to Accounts Receivable arising after the date repayment or other satisfaction of accounts receivable of the Latest Company Balance Sheet, Company. Except as disclosed on the accounting records Schedule 5.23 of the Company have been determined in accordance with GAAP consistently applied. The Company has good Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and valid title to the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrancesenforceable, and no written agreement to give and maintain for deductionthe Company, free services or goodsas the case may be, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, a perfected security interest in the sale or provision of which gave rise to any such Accounts Receivablesrelated collateral, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of businesstaken.

Accounts Receivable and Accounts Payable. (a) Each of the currently outstanding Accounts Receivables arose from bona fide transactions in the ordinary course of business All accounts receivable of the Company reflected on the balance sheets included in the Financial Statements, and represents all accounts receivable arising subsequent to the valid obligation date of the account debtor (subject only to Creditors’ Rights) and no material contra accountLatest Balance Sheet Date, set-offrepresent sales actually made, defenseservices actually performed in the Ordinary Course of Business, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) Knowledge of the Company legal, valid and binding claims against the respective debtors as to which full performance has been asserted rendered or xxxxxxxx in accord with specific contractual milestones. Unless paid or written off in the Ordinary Course of Business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Closing Date collectible consistent with the Company’s past collection practice net of respective reserves against such accounts receivable for returns, allowances, charge backs and bad debts, which such reserves are commercially reasonable and have been determined in a manner consistent with past practices. Except to the extent reserved against any accounts receivable or as reflected by prepayments or unused credits, no counterclaims or offsetting claims with respect to such accounts receivable are pending or, to the Knowledge of Sellersthe Company, is threatened by any threatened. Schedule 5.23 of the account debtors Disclosure Statement sets forth a description of such Accounts Receivables. Any reserve for bad debts shown on any security arrangements and collateral securing the Company Financial Statements or, with respect to Accounts Receivable arising after the date repayment or other satisfaction of accounts receivable of the Latest Company Balance Sheet, Company. Except as disclosed on the accounting records Schedule 5.23 of the Company have been determined in accordance with GAAP consistently applied. The Company has good Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and valid title to the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrancesenforceable, and no written agreement to give and maintain for deductionthe Company, free services or goodsas the case may be, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, a perfected security interest in the sale or provision of which gave rise to any such Accounts Receivablesrelated collateral, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of businesstaken.

Accounts Receivable and Accounts Payable. Except as disclosed in Schedule 3.21, all of the Accounts Receivable of the Seller reflected on the Latest Balance Sheet and all Accounts Receivable arising subsequent to the date thereof (a) Each are properly reflected on the Seller’s books and records in accordance with GAAP, (b) are bona fide receivables of the currently outstanding Seller incurred in the ordinary course of business, (c) will be collected in the ordinary course of business consistent with past practice, and (d) are not subject to counterclaims, deductions, free services or goods, discounts, credits, offsets or other deferred price or quantity adjustment, except as reserved against such Accounts Receivables Receivable for returns, allowances and bad debts, which such reserves have been determined in accordance with GAAP. Except as disclosed in Schedule 3.21, no Person has, and as of the Closing Date, no Person will have, any Lien on any Accounts Receivable of the Seller or any part thereof. Except as disclosed in Schedule 3.21, the accounts payable of the Seller reflected on the Latest Balance Sheet and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in the ordinary course of the Seller’s business of the Company consistent with past practice, and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown are properly reflected on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting Seller’s books and records of the Company have been determined in accordance with GAAP consistently appliedGAAP. The Company has good and valid title to accrued liabilities of the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrances, and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, Seller have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued incurred in the ordinary course of businessbusiness consistent with past practice. The Seller has not failed to pay in the ordinary course of business or in a manner consistent with the Seller’s past practice any accounts payable or accrued liabilities.

Accounts Receivable and Accounts Payable. (a) Each All accounts receivable of the currently outstanding Accounts Receivables arose from bona fide transactions Company and any Subsidiary thereof reflected on the balance sheet included in the 2003 Audited Financial Statements, and all accounts receivable arising subsequent to the date thereof, represent sales actually made or services actually performed in the ordinary course of business or legal, valid and binding claims against the respective debtors as to which full performance has been rendered. Unless paid or written off in the ordinary course of business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Company Closing Date collectible net of respective reserves against such accounts receivable for returns, allowances, chargebacks and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) bad debts, which such reserves are commercially reasonable and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently appliedGAAP. The Company has good and valid title Except to the Accounts Receivables free and clear of all Encumbrancesextent reserved against any accounts receivable or as reflected by prepayments or unused credits, except for Permitted Encumbrances, and no written agreement for deduction, free services counterclaims or goods, discounts or other deferred price or quantity adjustments has been made offsetting claims with respect to such Accounts Receivablesaccounts receivable are pending or, to the knowledge of Earnshaw, threatened. No goods Schedule 5.24 of the Disclosure Statement sets forth a description of any security arrangements and collateral securing the repayment or servicesother satisfaction of accounts receivable of the Company and its Subsidiaries. Except as disclosed on Schedule 5.24 of the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and enforceable, and to give and maintain for the sale Company or provision of which gave rise to any such Accounts Receivablesa Subsidiary thereof, as the case may be, a perfected security interest in the related collateral, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of businesstaken.

Accounts Receivable and Accounts Payable. (a) Each All accounts receivable of the currently Company and its Subsidiaries shown on the Unaudited Financial Statements represent, and the accounts receivable of the Company and its Subsidiaries outstanding Accounts Receivables arose from on the Closing Date will represent, valid receivables in respect of sales actually made or services actually performed in bona fide transactions transactions. The reserves for accounts receivable set forth in the Unaudited Financial Statements have been calculated in accordance with GAAP, subject to normal and recurring year-end immaterial adjustments and the absence of notes, and were determined on a basis consistent with the Company’s and its Subsidiaries’ historical methods and past practices in establishing such reserves. Unless paid prior to the Closing, as of the Closing Date, all accounts receivable will be current and collectible net of the respective reserves shown on the Unaudited Financial Statements. Subject to such reserves, each account receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim or right of set-off, other than returns in the ordinary course of business consistent with past practice, under any Contract with any obligor of any accounts receivable related to the amount or validity of such accounts receivable, and no bankruptcy, insolvency or similar proceedings have been commenced by or against any such obligor. Except as set forth on Section 2.20 of the Disclosure Schedule, all accounts payable by the Company and represents the valid obligation of the account debtor (subject only its Subsidiaries to Creditors’ Rights) and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown third parties reflected on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Unaudited Financial Statements or, with respect to Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently applied. The Company has good and valid title to the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrances, and no written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has been made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued arisen in the ordinary course of businessbusiness consistent with past practice and no such account payable in excess of $50,000 is delinquent by its terms by more than ninety (90) days in its payment.

Accounts Receivable and Accounts Payable. (a) Each All accounts receivable of the currently outstanding Accounts Receivables arose from bona fide transactions Company reflected on the balance sheets included in the Financial Statements, and all accounts receivable arising subsequent to the date of the Latest Balance Sheet Date, represent sales actually made or services actually performed in the ordinary course of business or legal, valid and binding claims against the respective debtors as to which full performance has been rendered. Unless paid or written off in the ordinary course of business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Company Closing Date collectible consistent with the Company’s past collection practices net of respective reserves against such accounts receivable for returns, allowances, charge backs and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) bad debts, which such reserves are commercially reasonable and no material contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable arising after the date of the Latest Company Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently appliedGAAP. The Company has good and valid title Except to the Accounts Receivables free and clear of all Encumbrancesextent reserved against any accounts receivable or as reflected by prepayments or unused credits, except for Permitted Encumbrances, and no written agreement for deduction, free services counterclaims or goods, discounts or other deferred price or quantity adjustments has been made offsetting claims with respect to such Accounts Receivablesaccounts receivable are pending or, to the knowledge of the Company, threatened. No goods Schedule 5.23 of the Disclosure Statement sets forth a description of any security arrangements and collateral securing the repayment or servicesother satisfaction of accounts receivable of the Company. Except as disclosed on Schedule 5.23 of the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and enforceable, and to give and maintain for the sale or provision of which gave rise to any such Accounts ReceivablesCompany a perfected security interest in the related collateral, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of businesstaken.