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Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. (a) Schedule 2.26(a) sets forth an accurate list of the accounts and notes receivable of the Company and the Subsidiaries in excess of $1,000 outstanding as of a date that is within five (5) days prior to the date hereof, including an accurate aging of all such amounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons related to or Affiliated with the Sellers as of such date are separately identified on Schedule 2.26(a). The accounts and notes receivable of the Company and the Subsidiaries reflected in the Financial Statements and on Schedule 2.26(a) arose from, and the accounts receivable existing as of the date hereof and the Closing Date will have arisen from, bona fide transactions in the ordinary course of business. The trade and other accounts and notes receivable of the Company and the Subsidiaries which are classified as current assets on the Financial Statements or are listed on Schedule 2.26(a) are bona fide receivables, are stated in accordance with GAAP and are reasonably expected to be collectible in the ordinary course of business, subject to any reserve for uncollectible debts reflected in the Financial Statements. No counterclaims or offsetting claims with respect to such accounts and notes receivables are pending or, to the knowledge of the Company, threatened. (b) Schedule 2.26(b) sets forth an accurate list of all accounts payable of the Company and the Subsidiaries in excess of $1,000 as of a date that is within five (5) days prior to the date hereof. All accounts and notes payable reflected in the Financial Statements and all accounts and notes payable arising thereafter and before the date hereof arose, and before the Closing Date will have arisen, from bona fide transactions in the ordinary course of business consistent with past practice and are stated in accordance with GAAP. All such accounts and notes payable have been paid or are not yet due and payable under the standard procedures of the Company and the Subsidiaries, which procedures have been furnished to the Buyer, or are being contested by the Company and the Subsidiaries in good faith, details of which have been provided to the Buyer. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable between any Seller or his, her or its Affiliates and the Company or any Subsidiary.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

Accounts Receivable and Accounts Payable. (a) Schedule 2.26(a) 2.16A sets forth an accurate list of the accounts and notes receivable of the Company Northern Services and the Subsidiaries in excess of $1,000 TRON outstanding as of a date that is within five (5) days prior to the date hereofSeptember 30, 2009, including an accurate aging of all such amounts accounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons related to or Affiliated with the Sellers employees are as of such date are separately identified on Schedule 2.26(a). 2.16A. The accounts and notes receivable of the Company Northern Services and the Subsidiaries TRON reflected in the Financial Statements and all such accounts and notes receivable arising thereafter and on Schedule 2.26(a) arose from, and the accounts receivable existing as of the date hereof and or before the Closing Date will have arisen from, on Schedule 2.16A arose from bona fide transactions in the ordinary course of business. The trade and other accounts and notes receivable of the Company Northern Services and the Subsidiaries TRON which are classified as current assets on the Financial Statements or are listed on and/or Schedule 2.26(a) 2.16A are bona fide receivables, are stated in accordance with Canadian GAAP and are reasonably expected to be fully collectible in the ordinary course of business, subject after giving effect to any reserve for uncollectible debts reflected bad-debt reserves expressly set forth in the Financial Statements. No counterclaims or offsetting claims with respect to such accounts and notes receivables are pending orPending nor, to the knowledge of the CompanySeller’s knowledge, threatenedThreatened. (b) Schedule 2.26(b) 2.16B sets forth an accurate list of all accounts payable of the Company Northern Services and the Subsidiaries in excess of $1,000 TRON as of a date that is within five (5) days prior to the date hereofSeptember 30, 2009. All the accounts and notes payable reflected in the Financial Statements Statements, and all accounts and notes payable arising thereafter and before the date hereof arose, and before the Closing Date will have arisen, arose from bona fide transactions in the ordinary course of business consistent with past practice and are stated in accordance with GAAPgenerally accepted accounting principles. All such Such accounts and notes payable (i) have either been paid or paid, (ii) have not been outstanding for greater than three months, (iii) are not yet due and payable under the Seller’s standard procedures for payment of the Company accounts and the Subsidiariesnotes payable, which procedures have been furnished to the Buyer, or (iv) are being contested by the Company and the Subsidiaries Seller, Northern Services or TRON, as applicable, in good faith, details of which have been provided to the Buyer. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable between any Seller or his, her or its Affiliates and the Company or any Subsidiary.

Appears in 1 contract

Samples: Purchase Agreement (Powell Industries Inc)

Accounts Receivable and Accounts Payable. (a) Schedule 2.26(a) 2.16A sets forth an accurate list of the accounts and notes receivable of the Company each Seller and the Subsidiaries in excess of $1,000 Subsidiary outstanding as of a date that is within five (5) days prior to the date hereofSeptember 30, 2009, including an accurate aging of all such amounts accounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons related to or Affiliated with the Sellers employees are as of such date are separately identified on Schedule 2.26(a). 2.16A. The accounts and notes receivable of the Company each Seller and the Subsidiaries Subsidiary reflected in the Financial Statements and all such accounts and notes receivable arising thereafter and on Schedule 2.26(a) arose from, and the accounts receivable existing as of the date hereof and or before the Closing Date will have arisen from, on Schedule 2.16A arose from bona fide transactions in the ordinary course of business. The trade and other accounts and notes receivable of the Company each Seller and the Subsidiaries Subsidiary which are classified as current assets on the Financial Statements or are listed on and/or Schedule 2.26(a) 2.16A are bona fide receivables, are stated in accordance with Canadian GAAP and are reasonably expected to be fully collectible in the ordinary course of business, subject after giving effect to any reserve for uncollectible debts reflected bad-debt reserves expressly set forth in the Financial Statements. No counterclaims or offsetting claims with respect to such accounts and notes receivables are pending orPending nor, to the knowledge of the Companyany Seller’s knowledge, threatenedThreatened. (b) Schedule 2.26(b) 2.16B sets forth an accurate list of all accounts payable of the Company each Seller and the Subsidiaries in excess of $1,000 Subsidiary as of a date that is within five (5) days prior to the date hereofSeptember 30, 2009. All the accounts and notes payable reflected in the Financial Statements Statements, and all accounts and notes payable arising thereafter and before the date hereof arose, and before the Closing Date will have arisen, arose from bona fide transactions in the ordinary course of business consistent with past practice and are stated in accordance with GAAPgenerally accepted accounting principles. All such Such accounts and notes payable (i) have either been paid or paid, (ii) have not been outstanding for greater than three months, (iii) are not yet due and payable under the standard procedures of the Company PowerComm for payment of accounts and the Subsidiariesnotes payable, which procedures have been furnished to the Buyer, or (iv) are being contested by the Company and the Subsidiaries a Seller or Subsidiary, as applicable, in good faith, details of which have been provided to the Buyer. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable between any Seller or his, her or its Affiliates and the Company or any Subsidiary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Powell Industries Inc)

Accounts Receivable and Accounts Payable. (a) Schedule 2.26(a) sets forth an accurate list of The Accounts Receivable reflected on the accounts and notes receivable of the Company Interim Balance Sheet and the Subsidiaries in excess of $1,000 outstanding as of a date that is within five (5) days prior to Accounts Receivable arising after the date hereof, including an accurate aging of all such amounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons related to or Affiliated with the Sellers as of such date are separately identified on Schedule 2.26(a). The accounts and notes receivable of the Company and the Subsidiaries reflected in the Financial Statements and on Schedule 2.26(athereof (a) arose from, and the accounts receivable existing as of the date hereof and the Closing Date will have arisen from, from bona fide transactions entered into by Target involving the sale of goods or the rendering of services in the ordinary course of businessbusiness consistent with past practice; (b) constitute only valid, undisputed claims of Target not subject to Encumbrances or claims of set-off or other defenses or counterclaims; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of Target, are collectible in full, without any set-off within 90 days after billing. The trade and other accounts and notes receivable of the Company and the Subsidiaries which are classified as current assets reserve for bad debts shown on the Financial Statements or are listed Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on Schedule 2.26(a) are bona fide receivables, are stated the accounting records of Target have been determined in accordance with GAAP and are reasonably expected to be collectible in the ordinary course of businessGAAP, consistently applied, subject to any reserve for uncollectible debts reflected normal year-end adjustments and the absence of disclosures normally made in footnotes. Section 4.13(a) of the Financial StatementsDisclosure Schedules set forth a complete and accurate list of all Accounts Receivable as of the Interim Balance Sheet Date, including the aging of each Account Receivable. No counterclaims or offsetting claims account debtor with respect to any of such accounts and notes receivables are pending or, to the knowledge Accounts Receivable is a Governmental Authority (including any Federal healthcare program). No Target Party has received notice of the Company, threatenedbankruptcy or insolvency of the account debtor of any Accounts Receivable. None of such Accounts Receivable is evidenced by a judgment or chattel paper. (b) Schedule 2.26(b) sets forth an accurate list of all All accounts payable of reflected on the Company and the Subsidiaries in excess of $1,000 as of a date that is within five (5) days prior to the date hereof. All accounts and notes payable reflected in the Financial Statements and all accounts and notes payable Interim Balance Sheet or arising thereafter and before are the date hereof arose, and before the Closing Date will have arisen, from result of bona fide transactions in the ordinary course of business consistent with past practice and are stated in accordance with GAAP. All such accounts and notes payable have been paid or paid, are not yet due or payable or are otherwise subject to good faith dispute by Target or Telemed and payable under the standard procedures described on Section 4.13(b) of the Company and Disclosure Schedules. Since the SubsidiariesBalance Sheet Date, which procedures have been furnished to neither Target nor Telemed has not altered in any material respects their practices for the Buyer, or are being contested by the Company and the Subsidiaries in good faith, details payment of which have been provided to the Buyersuch accounts payable. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable between any Seller or his, her or its Affiliates and the Company or any Subsidiary.

Appears in 1 contract

Samples: Merger Agreement (Teladoc, Inc.)

Accounts Receivable and Accounts Payable. (a) Schedule 2.26(a) SCHEDULE 2.16 sets forth an accurate list of the accounts and notes receivable of the Company Seller and the Subsidiaries in excess of $1,000 outstanding as of a date that is within five (5) days prior to the date hereofClosing Date, including an accurate aging of all such amounts accounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons entities or persons related to or Affiliated affiliated with the Sellers as of such date Seller or the Subsidiaries are separately identified on Schedule 2.26(a)SCHEDULE 2.16 as of such date. The accounts and notes receivable of the Company Seller and the Subsidiaries reflected in the Financial Statements and all such accounts and notes receivable arising thereafter and on Schedule 2.26(a) arose from, and the accounts receivable existing as of the date hereof and or before the Closing Date will have arisen from, bona fide on SCHEDULE 2.16 arose from BONA FIDE transactions in the ordinary course of business. The trade and other accounts and notes receivable of the Company Seller and the Subsidiaries which are classified as current assets on the Financial Statements or and/or SCHEDULE 2.16 are listed on Schedule 2.26(a) are bona fide BONA FIDE receivables, are stated in accordance with GAAP and generally accepted accounting principles and, to the knowledge of Seller, are reasonably expected to be fully collectible in the ordinary course of business, subject after giving effect to any reserve for uncollectible debts reflected bad debt reserves expressly set forth in the Financial Statements. No To the knowledge of Seller, no material counterclaims or offsetting claims with respect to such accounts and notes receivables are pending or, to the knowledge of the Company, or threatened. (b) Schedule 2.26(b) SCHEDULE 2.16 also sets forth an accurate list of all accounts payable of the Company Seller and the Subsidiaries in excess of $1,000 as of a date that is within five (5) days prior to the date hereofClosing Date. All the accounts and notes payable reflected in the Financial Statements Statements, and all accounts and notes payable arising thereafter and before the date hereof arose, and before the Closing Date will have arisen, arose from bona fide BONA FIDE transactions in the ordinary course of business consistent with past practice and are stated in accordance with GAAP. All such accounts and notes payable have been paid or are not yet due and payable under the standard procedures of the Company and the Subsidiaries, which procedures have been furnished to the Buyer, or are being contested by the Company and the Subsidiaries in good faith, details of which have been provided to the Buyergenerally accepted accounting principles. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable between any Seller or his, her or its Affiliates and the Company or any Subsidiary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Docucorp International Inc)

Accounts Receivable and Accounts Payable. (a) Schedule 2.26(a) sets forth an accurate list of The Accounts Receivable reflected on the accounts and notes receivable of the Company Interim Balance Sheet and the Subsidiaries in excess of $1,000 outstanding as of a date that is within five (5) days prior to Accounts Receivable arising after the date hereof, including an accurate aging of all such amounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons related to or Affiliated with the Sellers as of such date are separately identified on Schedule 2.26(a). The accounts and notes receivable of the Company and the Subsidiaries reflected in the Financial Statements thereof and on Schedule 2.26(a) arose from, and the accounts receivable existing as of the date hereof and or before the Closing Date will (a) have arisen from, from bona fide transactions entered into by Target involving the sale of goods or the rendering of services in the ordinary course of businessbusiness consistent with past practice; (b) constitute only valid, undisputed claims of Target not subject to Encumbrances or claims of set-off or other defenses or counterclaims; and (c) subject a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, subject to a reserve for bad debts shown on the accounting records of Target delivered to Purchaser prior to the Closing, are collectible in full, without any set-off, within 120 days after the later of the billing date or the date the services were provided. The trade and other accounts and notes receivable of the Company and the Subsidiaries which are classified as current assets reserve for bad debts shown on the Financial Statements or are listed Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on Schedule 2.26(a) are bona fide receivables, are stated the accounting records of Target have been determined in accordance with GAAP and are reasonably expected to be collectible in the ordinary course of businessGAAP, consistently applied, subject to any reserve for uncollectible debts reflected normal year-end adjustments and the absence of disclosures normally made in footnotes. Section 4.12(a) of the Financial StatementsDisclosure Schedules sets forth a complete and accurate list of all Accounts Receivable as of the Interim Balance Sheet Date, including the aging of each Account Receivable. No counterclaims or offsetting claims account debtor with respect to any of such accounts and notes receivables are pending or, to the knowledge Accounts Receivable is a Governmental Authority (including any Federal healthcare program). The Target has not received notice of the Company, threatenedbankruptcy or insolvency of the account debtor of any Accounts Receivable. None of such Accounts Receivable is evidenced by a judgment or chattel paper. (b) Schedule 2.26(b) sets forth an accurate list of all All accounts payable of reflected on the Company and the Subsidiaries in excess of $1,000 as of a date that is within five (5) days prior to the date hereof. All accounts and notes payable reflected in the Financial Statements and all accounts and notes payable Interim Balance Sheet or arising thereafter and before the date hereof arose, and on or before the Closing Date will have arisen, from are the result of bona fide transactions in the ordinary course of business consistent with past practice and are stated in accordance with GAAP. All such accounts and notes payable have been paid or paid, are not yet due or payable or are otherwise subject to good faith dispute by Target and payable under the standard procedures described on Section 4.12(b) of the Company and Disclosure Schedules. Since the SubsidiariesBalance Sheet Date, which procedures have been furnished to neither Target has altered in any material respects their practices for the Buyer, or are being contested by the Company and the Subsidiaries in good faith, details payment of which have been provided to the Buyersuch accounts payable. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable between any Seller or his, her or its Affiliates and the Company or any Subsidiary.

Appears in 1 contract

Samples: Merger Agreement (Teladoc, Inc.)