Accounts Receivable and Advances. Exhibit 3.12 contains a true and accurate schedule of all accounts receivable of the Company in excess of $5,000 and originating on or prior to October 31, 2001, and all loans and advances to third parties ("Advances"). Except as disclosed on Exhibit 3.12, (a) each account receivable of the Company (collectively, the "Accounts Receivable") represents a sale made in the ordinary course of business other than to Affiliates and which arose pursuant to an enforceable written Contract for a bona fide sale of goods or for services performed, and the Company has performed all of its obligations to produce the goods or perform the services to which such Account Receivable relates, and (b) to the best of Sellers' knowledge, no Account Receivable or Advance, in each case in excess of $1,000, is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof. Except as reserved against in the Financial Statements, all Accounts Receivable and Advances are collectible in full within 90 days of their origination.
Accounts Receivable and Advances. Schedule 3.12 contains an accurate and complete schedule of all accounts receivable of the Company that have arisen in connection with the Tour for year 2000 ("Accounts Receivable") and all loans and advances to third parties ("Advances"), each as of the date hereof, but excluding all accounts receivable that have arisen in connection with Contracts that have been negotiated principally by Purchaser on behalf of the Company. Except as disclosed on Schedule 3.12: (a) each Account Receivable represents a sale made in the ordinary course of business and which arose pursuant to an enforceable written Contract for a bona fide sale of goods or for services performed, and the Company has performed all of its obligations to produce the goods or perform the services to which such Account Receivable relates; and (b) to the knowledge of the Company and the Sellers, after due inquiry, no Account Receivable or Advance is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof.
Accounts Receivable and Advances. (i) Each account receivable of Westford Group (collectively, the "Accounts Receivable") represents a sale made in the ordinary course of business other than to affiliates and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Westford Group has performed all of its obligations to produce the goods or perform the services to which such Accounts Receivable relates, and (ii) to the best of knowledge of Westford Group, no Accounts Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof, in an amount individually or in the aggregate that would have a Westford Material Adverse Effect.
Accounts Receivable and Advances. Exhibit 3.12 contains a true and accurate schedule of all accounts receivable of the Company in excess of $5,000 and originating on or prior to December 31, 2001, and all loans and advances to third parties ("Advances").
Accounts Receivable and Advances. Except as disclosed on Schedule 3.01(bb), (i) each account receivable of the Company (collectively, the "Accounts Receivable") represents a sale made in the ordinary course of business other than to affiliates and which arose pursuant to an enforceable written contract for a bona fide sale of goods or for services performed, and the Company has performed all of its obligations to produce the goods or perform the services to which such Accounts Receivable relates, and (ii) no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof, in an amount individually or in the aggregate that would have a Company Material Adverse Effect.
Accounts Receivable and Advances. (a) The Company shall have no accounts receivable, loans and/or advances payable to any Persons ("Advances") other than as specified in Exhibit 3.6. The Sellers shall cause to be extinguished any obligations or liabilities as specified in Exhibit 3.6. by the closing date or concurrent to the closing date.
Accounts Receivable and Advances. Except as set forth on Schedule -------------------------------- -------- 3.10, each of the accounts receivable of the Company or of the Seller arising ---- from the Directory Assistance Business represents (a) a sale made in the ordinary course of business and which arose pursuant to an enforceable written or oral Contract for a bona fide sale of goods or for services performed, and the Company has performed all of its obligations to produce the goods or perform the services to which such account receivable relates, and (b) except as adequately reserved against in the balance sheet included in the Financial Statements, amounts owed which are not more than one hundred twenty (120) days past due and which are not subject to any claim or reduction, counterclaim, set- off, recoupment or other claim for credit, allowances or adjustments by the obligor owing such amount, and each of which, together with each miscellaneous receivable to be included in the Closing Date Statement, is collectible in full within one hundred twenty (120) days of their origination. No advance is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof, and, except as reserved against in the Financial Statements, all advances are collectible in full within one hundred twenty (120) days of their origination.
Accounts Receivable and Advances. Schedule 3.25 contains a true and accurate schedule of all accounts receivable (the "Accounts Receivable") and all loans and advances received by or made to third parties by (individually an "Advance" and collectively, the "Advances") the Company. Except as disclosed on Schedule 3.25, (a) each Account Receivable of the Company represents a sale made in the ordinary course of business other than to affiliates and which arose pursuant to an enforceable written contract for a bona fide sale of goods or for services performed, and the Company has performed all of its obligations to perform the services to which such Account Receivable relates, (b) no Accounts Receivable or Advance, in each case in excess of $1,000, is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof, and (c) except as reserved against in the Financial Statements, all Accounts Receivable and Advances are collectible in full within one hundred eighty (180) days of their origination. To the extent that the Buyer makes a claim for indemnification against the Sellers for any Accounts Receivable that are not collected within such time period and such Accounts Receivable are collected at a later date by the Company, the Buyer will reimburse the Sellers for the amount that the Sellers paid to the Buyer in connection with such claim.
Accounts Receivable and Advances. Reserved.
Accounts Receivable and Advances. Except as disclosed on Schedule 3.25 or in the Company Financial Statements, (i) each account receivable of the Company and the Subsidiaries (collectively, the "ACCOUNTS RECEIVABLE") represents a sale made in the ordinary course of business other than to affiliates and which arose pursuant to an enforceable written contract for a bona fide sale of goods or for services performed, and the Company and the Subsidiaries have performed all of their respective obligations to produce the goods or perform the services to which such Accounts Receivable relates, and (ii) to the best of knowledge of the Company, except to the extent reserved for in the Company Financial Statements, no Accounts Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof, in an amount individually or in the aggregate that would have a Company Material Adverse Effect.
