Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All accounts receivable of each Company and any Subsidiary thereof reflected on the balance sheet included in the Interim 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 bona fide claims against the respective debtors as to which full performance has been rendered. The Companies’ respective reserves for returns, allowances, chargebacks and bad debts are commercially reasonable and have been 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 the Selling Parties, threatened. Schedule 5.24 sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiaries. All steps necessary to render all such security arrangements legal, valid, binding and enforceable, and to give and maintain for any Company or a Subsidiary thereof, as the case may be, a perfected security interest in the related collateral, have been taken. (b) The accounts payable of each Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet included in the Interim Financial Statements, and all accounts payable arising subsequent to the date thereof, arose or will arise from bona fide transactions in the ordinary course of business.

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All accounts receivable of each the Company and any Subsidiary thereof reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts receivable arising subsequent to the date thereofof the Latest Balance Sheet Date, represent sales actually made or services actually performed in the ordinary course Ordinary Course of business Business or bona fide legal, valid and binding claims against the respective debtors as to which full performance has been rendered. The Companies’ 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 or respective reserves against such accounts receivable for returns, allowances, chargebacks charge backs and bad debts debts, which such reserves are commercially reasonable and have been 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 Knowledge of the Selling PartiesCompany, threatened. Schedule 5.24 5.23 of the Disclosure Statement sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiariesthe Company. All 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 any Company or a Subsidiary thereofthe Company, as the case may be, a perfected security interest in the related collateral, have been taken. (b) The accounts payable of each the Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts payable arising subsequent to the date thereofLatest Balance Sheet Date, arose or will arise from bona fide transactions in the ordinary course Ordinary Course of businessBusiness. The accrued liabilities of the Company have been incurred in the Ordinary Course of Business consistent with past practice.

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All accounts receivable of each the Company and any Subsidiary thereof reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts receivable arising subsequent to the date thereofof the Latest Balance Sheet Date, represent sales actually made or made, services actually performed in the ordinary course Ordinary Course of business Business, or bona fide to the Knowledge of the Company legal, valid and binding claims against the respective debtors as to which full performance has been renderedrendered or xxxxxxxx in accord with specific contractual milestones. The Companies’ 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, chargebacks charge backs and bad debts debts, which such reserves are commercially reasonable and have been determined in accordance a manner consistent with GAAPpast 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 Knowledge of the Selling PartiesCompany, threatened. Schedule 5.24 5.23 of the Disclosure Statement sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiariesthe Company. All 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 any Company or a Subsidiary thereofthe Company, as the case may be, a perfected security interest in the related collateral, have been taken. (b) The accounts payable of each the Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts payable arising subsequent to the date thereofLatest Balance Sheet Date, arose or will arise from bona fide transactions in the ordinary course Ordinary Course of businessBusiness, except for those related to the transactions contemplated hereby and legal fees for other business transactions investigated or pursued by the Company. The accrued liabilities of the Company have been incurred in the Ordinary Course of Business consistent with past practice.

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All accounts receivable of each the Company and any Subsidiary thereof reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts receivable arising subsequent to the date thereofof the Latest Balance Sheet Date, represent sales actually made or services actually performed in the ordinary course of business or bona fide legal, valid and binding claims against the respective debtors as to which full performance has been rendered. The Companies’ 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 or respective reserves against such accounts receivable for returns, allowances, chargebacks charge backs and bad debts debts, which such reserves are commercially reasonable and have been 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 the Selling PartiesCompany, threatened. Schedule 5.24 5.23 of the Disclosure Statement sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiariesthe Company. All 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 any Company or a Subsidiary thereofthe Company, as the case may be, a perfected security interest in the related collateral, have been taken. (b) The accounts payable of each the Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts payable arising subsequent to the date thereofLatest Balance Sheet Date, arose or will arise from bona fide transactions in the ordinary course of business. The accrued liabilities of the Company have been incurred in the ordinary course of business consistent with past practice.

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All accounts receivable of each the Company and any Subsidiary thereof reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts receivable arising subsequent to the date thereofof the Latest Balance Sheet Date, represent sales actually made or services actually performed in the ordinary course of business or bona fide legal, valid and binding claims against the respective debtors as to which full performance has been rendered. The Companies’ 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 practices net of respective reserves against such accounts receivable for returns, allowances, chargebacks charge backs and bad debts debts, which such reserves are commercially reasonable and have been 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 the Selling PartiesCompany, threatened. Schedule 5.24 5.23 of the Disclosure Statement sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiariesthe Company. All 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 any the Company or a Subsidiary thereof, as the case may be, a perfected security interest in the related collateral, have been taken. (b) The accounts payable of each the Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet sheets included in the Interim Financial Statements, and all accounts payable arising subsequent to the date thereofLatest Balance Sheet Date, arose or will arise from bona fide transactions in the ordinary course of business. The accrued liabilities of the Company have been incurred in the ordinary course of business consistent with past practice.

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All accounts receivable of each Company and any Subsidiary thereof Accounts Receivable relating to the Business, including Accounts Receivable relating to the Seller Contracts, are reflected on the balance sheet Balance Sheet, the Closing Date Balance Sheet or the Interim Balance Sheet, are included in the Interim Financial StatementsAssets and represent or, and all accounts receivable in the case of the Closing Date Balance Sheet, will represent, valid obligations arising subsequent to the date thereof, represent from sales actually made or services actually performed by Seller or any Targeted Subsidiary in the ordinary course Ordinary Course of business or bona fide claims against the respective debtors as to which full performance has been rendered. The Companies’ respective reserves for returns, allowances, chargebacks and bad debts are commercially reasonable and have been determined in accordance with GAAPBusiness. Except to the extent reserved against any accounts receivable paid prior to the Closing Date, such Accounts Receivable are or will be as reflected by prepayments of the Closing Date current and collectible, net of the respective reserves shown on the Balance Sheet or unused credits, no counterclaims the Interim Balance Sheet or offsetting claims on the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with respect past practice. Subject to such accounts receivable are pending orreserves, each of such Accounts Receivable either has been or will be collected in full, without any setoff, within one hundred forty-five (145) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of setoff, under any Contract with any account debtor of an Account Receivable relating to the knowledge amount or validity of such Account Receivable. Schedule 3.11 contains a complete and accurate list of all Accounts Receivable as of the Selling Partiesdate of the Interim Balance Sheet, threatened. Schedule 5.24 which list sets forth a description of any security arrangements the claim level detail and collateral securing the repayment or other satisfaction of accounts receivable aging of each Company such Account Receivable. The supplement to Schedule 3.11, which will be delivered at the Closing, contains a complete and its Subsidiariesaccurate list of all Accounts Receivable as of the Closing Date, which list sets forth the claim level detail and aging of each such Account Receivable. All steps necessary to render all such security arrangements legal, valid, binding and enforceable, and to give and maintain for any Company or a Subsidiary thereof, as the case may be, a perfected security interest in the related collateral, cash collections have been takenposted to the correct detailed customer Accounts Receivable. (b) The Accounts Payable Report will be a true and accurate report listing the accounts payable of each Company the Targeted Subsidiaries and the Business as of the Closing Date. The report will correctly and accurately designate all Associated Accounts Payable arising from or applicable to cash collected by Seller or any Seller Subsidiary thereof which constitute Assumed Liabilities(or other settlements of accounts receivable) during periods on and prior to the Closing Date, including those marketing fees, broker fees and PPO fees not reflected on the balance sheet as accounts payable applicable to cash that has not been applied but which would be included in the Interim Financial Statements, and all accounts payable arising subsequent had the cash receipts been applied. All cash collected by Seller or the Targeted Subsidiaries relating to the date thereof, arose Business has been applied to the proper account in Seller’s or will arise from bona fide transactions in the ordinary course of businessTargeted Subsidiaries’ ledgers.