Accounts Receivable and Inventories. (a) Except to the extent reserved against in the Most Recent Balance Sheet, all of the accounts receivable of Target as of December 31, 2001 are, to the extent not previously collected, valid and enforceable claims. Target has not received notice that such claims are subject to set-off or counterclaim, and, to the extent not previously collected, such claims are fully collectable in the normal course of business after deducting the allowance for doubtful accounts stated in the Most Recent Balance Sheet and adjusted since the date thereof in accordance with GAAP. All of Target's accounts receivables which Target has acquired during the period between the date of the Most Recent Balance Sheet and the date of this Agreement are either collected in full or fully collectible in the normal course of business, subject to an appropriate reserve determined in a manner consistent with the past practices of Target. To Target's Knowledge, as of the date of this Agreement, Target does not have any accounts receivable from any person which is an Affiliate ("AFFILIATE") as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, of any of its directors, officers, employees, or stockholders except as set forth in Section 3.10 of the Target Disclosure Schedule.
(b) The inventories of Target and its Subsidiary at December 31, 2001 are shown on the Most Recent Balance Sheet. Such inventories and the inventories acquired by Target subsequent to the date of such balance sheet consist of items of a quality and quantity usable and salable in the normal course of its business over a period of not more than one year from the date of this Agreement, subject to recorded reserves reflected on the Most Recent Balance Sheet. The values of obsolete materials included in inventory on the Most Recent Balance Sheet and materials included in inventory on the Most Recent Balance Sheet which are below standard quality as they relate to the business as currently conducted have been written down on its books of account to realizable market value, or adequate reserves have been provided therefor in accordance with GAAP. All items included as of the date of the Most Recent Balance Sheet in such inventories are owned by Target, except (i) for sales made subsequent to the date of such balance sheet in the ordinary course of business, and (ii) used, damaged or obsolete materials disposed of by Target in the ordinary course of business in amounts not in excess of reserves reflecte...
Accounts Receivable and Inventories. (a) All accounts and notes receivable of Bergen have arisen in the ordinary course of business and the accounts receivable reserve reflected in the balance sheet of Bergen as of March 31, 1997 included in the Bergen SEC Documents is as of such date adequate and established in accordance with generally accepted accounting principles consistently applied.
(b) The Bergen assets which are inventories have a net realizable value on March 31, 1997 at least equal to the sum of the LIFO values and the corresponding LIFO reserve at which such inventories are carried on the balance sheet of Bergen as of March 31, 1997 included in the Bergen SEC Documents; and have been purchased by Bergen directly from the manufacturer thereof or from an authorized distributor of such products in accordance with the Federal Prescription Drug Marketing Act, if applicable.
Accounts Receivable and Inventories. 3.26.1 All accounts and notes receivable of the Companies have arisen in the Ordinary Course of Business and the accounts receivable reserve reflected in the Company's consolidated balance sheet as of September 30, 1998 previously furnished to the Purchaser was established in accordance with GAAP.
3.26.2 The Companies' assets which are inventories have a net realizable value on September 30, 1998 at least equal to the FIFO value at which such inventories are carried on the Company's consolidated balance sheet as of September 30, 1998 previously furnished to the Purchaser; and have been purchased by the Companies directly from the manufacturer thereof or from an authorized distributor of such products in accordance with the Federal Prescription Drug Marketing Act, if applicable.
Accounts Receivable and Inventories. (a) Except for billing corrections made in the Ordinary Course of Business, which have no impact on the calculation of Final Working Capital, the Accounts Receivable reflected in the Interim Balance Sheet, and all Accounts Receivable arising since the Interim Balance Sheet Date, represent or shall represent bona fide claims, arms-length transactions, against debtors for sales, services performed or other charges arising in the Ordinary Course of Business and are not subject to dispute, set-off or counterclaim. The Company shall use commercially reasonable efforts to collect all Accounts Receivable in full in the Ordinary Course of Business (without the necessity of legal Proceedings) within ninety (90) calendar days after invoicing therefor in accordance with their terms, and at the aggregate recorded amounts thereof. Except for any billing corrections made in the Ordinary Course of Business, which have no impact on the calculation of Final Working Capital, as referenced above, in the event the Company is unable to collect any Accounts Receivable within such ninety (90) day period, Purchaser shall be entitled to setoff such uncollected amounts from the then remaining value of the Note, provided, however, that if any of such funds are collected after such setoff then the collected funds shall be paid to the Sellers.
(b) All items of Inventory included in the Company’s assets reflected on the Interim Balance Sheet or acquired after the Interim Balance Sheet Date and prior to the Closing Date consist or shall consist of a quality and quantity usable and saleable within a reasonable period of time in the Ordinary Course of Business. All Inventory had or shall have a commercial value at least equal to the value shown on the Interim Balance Sheet and is or shall be valued in accordance with GAAP at the lower of cost or market value on a first in, first out basis. All Inventory (other than Inventory in transit in the Ordinary Course of Business) is located at the Real Property or at the Leased Real Property. Work-in-process Inventories are now valued, and shall be valued on the Closing Date, according to GAAP.
Accounts Receivable and Inventories. All accounts receivable of "the Companies" reflected on "the Companies" most current balance sheet are within a 90 day aging period, represent amounts due in the ordinary course of business, and are collectible.
Accounts Receivable and Inventories. (a) The accounts receivables of the Business, as reflected in the Financial Statements or arising since the date thereof, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with the past practice of the Business (net of all applicable rebates and credits). Except as set forth on Schedule 4.9, Sellers have received no notice from, and Sellers have no Knowledge that, any customer of Business does not intend to pay its account receivable in the ordinary course.
(b) Except as set forth in Schedule 4.9, all inventory of the Business as set forth in the Statement of Net Assets or acquired since the date of the Statement of Net Assets Date until the Effective Time was acquired and has been maintained in the ordinary course of business; is of good and merchantable quality; is valued at an amount not in excess of the lower of cost or net realizable value (net of the inventory reserves included in the Statement of Net Assets); and is not subject to any writedown or write-off. Except as set forth on Schedule 4.9, as of the Effective Time, neither of the Sellers nor NEWCO is under any liability or obligation with respect to the return of inventory of the Business in the possession of suppliers, distributors, resellers or customers.
(c) Any orders in the assigned order backlog shall be "loss free", measured on a per order basis and not a line item basis when comparing the revenue to be anticipated from said order with the cost of goods sold (as currently calculated by Sellers) to be anticipated.
Accounts Receivable and Inventories. (a) The Accounts Receivable reflected in the Agreement Balance Sheet, and all Accounts Receivable arising since the Balance Sheet Date, represent or shall represent bona fide claims against debtors for sales, services performed, or other charges arising in the ordinary course of business, and are not subject to dispute or counterclaim. To the best of the knowledge of Seller, all Accounts Receivable, net of reserves for doubtful accounts, are collectible in the ordinary course of business (without the necessity of legal proceedings).
(b) Except for repair parts mandated to be held for Daimler-Chrysler and inventory purchased pursuant to agreement with Kenwood Corporation, all Inventory reflected on the Agreement Balance Sheet or acquired after the Balance Sheet Date and prior to the Closing Date, consists or shall consist of a quality and quantity usable and saleable in the ordinary course of business. All Inventory had or shall have a commercial value at least equal to the value shown on the Agreement Balance Sheet and is or shall be valued in accordance with generally accepted accounting principles at the lower of cost or market. All Inventory (other than Inventory in transit in the ordinary course of business) is located at the Leased Real Property.
Accounts Receivable and Inventories. (a) All accounts and notes receivable of the Company have arisen in the ordinary course of business, and the accounts receivable reserve reflected in the balance sheet of the Company as of June 30, 2006 is as of such date adequate and established in accordance with GAAP consistently applied. Since June 30, 2006, there has been no event or occurrence that, when considered individually or together with all such other events or occurrences, would cause such accounts receivable reserve to be inadequate, and that could, individually or in the aggregate, have a Material Adverse Effect on the Company.
(b) The assets of the Company that are finished goods inventories have a net realizable value on June 30, 2006 at least equal to the FIFO values at which such inventories are carried on the balance sheet of the Company as of June 30, 2006, and have been purchased by the Company directly from the manufacturer thereof or from an authorized distributor of such products in accordance with the Federal Prescription Drug Marketing Act, if applicable.
Accounts Receivable and Inventories. (a) All of Seller’s accounts receivables as of the date of this Agreement (i) are as set forth in Section 3.10(a) of the Disclosure Memorandum, (ii) are valid and enforceable claims of Seller, (iii) are fully collectible in the normal course of business, and (iv) do not include any accounts receivable from any person which is an Affiliate (“Affiliate”) as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, of any of its directors, officers, employees, or stockholders. Seller has not received notice that such claims are subject to set-off or counterclaim.
(i) All inventories of Seller as of the date of this Agreement are set forth in Section 3.10(b)(i) of the Disclosure Memorandum, and (ii) all inventories of Seller as of the date of this Agreement that are of a quality and quantity usable and salable in the normal course of its business as it has been conducted by Seller prior to Closing over a period of not more than one year from the date of this Agreement are set forth in Section 3.10(b)(ii) of the Disclosure Memorandum. The values of obsolete materials included in inventory on the Most Recent Balance Sheet and materials included in inventory on the Most Recent Balance Sheet which are below standard quality as they relate to the business as currently conducted have been written down on its books of account to realizable market value, or adequate reserves have been provided therefore. All items included in such inventories are owned by Seller and all inventories of raw materials and finished goods are carried on the books of Seller at the lower of weighted average cost or market.
Accounts Receivable and Inventories. 12 3.11 Distributions to Shareholders; Transactions with Affiliates........... 13 3.12
