Accounts Receivable and Inventory. All Accounts Receivable reflected on the Latest Balance Sheet, and all Accounts Receivable arising subsequent to the date of the Latest Balance Sheet, (a) have arisen from bona fide sales transactions in the ordinary course of business of the Company or any of its Subsidiaries on ordinary trade terms, and (b) represent valid and binding obligations due to the Company or any of its Subsidiaries, enforceable in accordance with their terms. Schedule 3.14 lists any obligor which together with all of its Affiliates owes uncollected amounts to the Company or any of its Subsidiaries in an aggregate amount of $25,000 or more as of February 28, 1998. All the Inventory consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, subject to normal and customary allowances in the industry for spoilage, damage and outdated items. Except as set forth on Schedule 3.14, all items included in the Inventory are the property of the Company or any of its Subsidiaries, free and clear of any Liens (other than Permitted Liens), have not been pledged as collateral, are not held by the Company or any of its Subsidiaries on consignment from others and conform in all material respects to all standards applicable to such Inventory or its use or sale imposed by any Law.
Accounts Receivable and Inventory. The accounts receivable of the Company and its Subsidiaries reflected in the Most Recent Balance Sheet and such additional accounts receivable of the Company and its Subsidiaries as are reflected on the books and records of the Company and its Subsidiaries on the date hereof or that will be reflected on such books and records as of the Closing arose out of bona fide sales and deliveries of goods, performance of services or other business transactions, arose in the ordinary course of business and have been reflected on the Most Recent Balance Sheet or the books and records of the Company and its Subsidiaries, as applicable, in a manner consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP, in each case except to the extent reserved against thereon. Except as set forth in Schedule 3.21, such accounts receivable do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on uncompleted projects. Except as set forth in Schedule 3.21, the inventories of the Company and its Subsidiaries reflected on the Most Recent Balance Sheet and held by the Company and its Subsidiaries on the date hereof are, or the inventories of the Company and its Subsidiaries held by the Company and its Subsidiaries on the Closing Date will be, usable or saleable in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, and are not obsolete or discounted items, except to the extent reserved against thereon. Such inventories have been reflected on the Most Recent Balance Sheet consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP.
Accounts Receivable and Inventory. 2.11.1 All accounts receivable of the Company and its Subsidiaries have originated in the ordinary course of business, are valid and are not subject, to any material extent, to any defense, counterclaim or setoff.
2.11.2 All inventory in the possession of the Company or any of its Subsidiaries is owned by the Company or one or more of its Subsidiaries and recorded on such entities' books and records in accordance with generally accepted accounting principles consistently applied. All such inventory has been valued at the lower of cost, calculated on a FIFO method, or market. No inventory in the possession of the Company or any of its Subsidiaries has been consigned. The Company believes that the reserves for inventory obsolescence contained in the Company's December 31, 1995 and September 29, 1996 consolidated financial statements are adequate. No inventory relating to the ABG Business is owned by Scherer.
Accounts Receivable and Inventory. (a) All accounts receivable of the Company that are reflected on the 2007 Balance Sheet (collectively, the "Accounts Receivable") represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business of the Company. Except as disclosed on Schedule 3.8(a), unless paid prior to the Closing Date, the Accounts Receivable are or will be to the Knowledge of the Company as of the Closing Date current and collectible net of the respective reserves shown on the Closing Balance Sheet (which reserves are adequate and calculated consistent with past practice). Except as disclosed on Schedule 3.8(a), to the Knowledge of the Company, there is no contest, claim, or right of set-off, other than returns in the ordinary course of the Company’s business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Schedule 3.8(a) contains a complete and accurate list of all Accounts Receivable as of the date set forth on such schedule, which list sets forth the aging of such Accounts Receivable.
(b) Except as disclosed on Schedule 3.8(b), all inventory of the Company, whether or not reflected in the 2007 Balance Sheet, consists of a quality and quantity usable and salable in the Ordinary Course of Business of the Company consistent with the historic past practice of the Company, except for obsolete items and items of below-standard quality, all of which will have been written off or written down to net realizable value in the Closing Balance Sheet. Except as set forth on Schedule 3.8(b), the Company maintains all its inventories at its Prairie du Chien, Wisconsin location and none of such inventory is subject to any Encumbrance except Company Indebtedness.
Accounts Receivable and Inventory. (a) All accounts receivable of the Companies, including those that are reflected on the balance sheet included in the Unaudited Financial Statements (collectively, the “Accounts Receivable”), represent legal, valid and binding obligations of the named account debtors arising in the Ordinary Course of Business, and, except as set forth on Section 4.24 of the Disclosure Schedule, as of the Execution Date, none of the Accounts Receivable are more than 60 days outstanding. Except as set forth on Section 4.24 of the Disclosure Schedule, subject to the reserves provided for on such balance sheet, each of the Accounts Receivable will be collected in full in the Ordinary Course of Business, without any defense, set-off or counterclaim, within 60 days after the billing date of such Account Receivable. No Company has received any written notice from any obligor of an Accounts Receivable challenging such obligor’s obligation to pay its Accounts Receivable due to such Company, other than as reserved for on such balance sheet. Since the Balance Sheet Date, no Company has (i) disposed of or transferred any Accounts Receivable except through the collection thereof in accordance with their terms or (ii) acquired or permitted to be created any Accounts Receivable, other than in the Ordinary Course of Business. The reserve for bad debts shown on the balance sheets contained within the Financial Statements or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Companies have been determined in accordance with GAAP subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.
(b) Inventory (other than Hydrocarbon Inventory) used in the conduct of the operations of the business of the Companies reflected in the Unaudited Financial Statements or acquired since the date thereof, was acquired and has been maintained in the Ordinary Course of Business, is not obsolete and is usable or saleable in the Ordinary Course of Business, subject to reserves for obsolescence as are set forth in the Unaudited Financial Statements in accordance with GAAP consistently applied throughout the period covered by the Unaudited Financial Statements.
Accounts Receivable and Inventory a. Seller's Disclosure Schedule sets forth a true and complete list of all accounts receivable and the aging thereof as of December 31,
Accounts Receivable and Inventory. All accounts receivable of Seller included in the Assets represent valid obligations arising from sales actually made or services actually performed by Seller in the ordinary course of business and such accounts receivable are current and collectible. All items included in the inventories consist of a quality and quantity usable and, with respect to finished goods, saleable, in the ordinary course of business of Seller.
Accounts Receivable and Inventory. All accounts receivable --------------------------------- reflected on the Seller Balance Sheet, and all accounts receivable arising subsequent to the date of the Seller Balance Sheet, have arisen from bona fide sales transactions in the ordinary course of business of the Seller, and to the knowledge of Seller, there exist no valid, material set-offs or counterclaims with respect thereto except for those created in the ordinary course of business. All items included in the inventory of Seller are the property of the Seller, free and clear of any Lien (other than Permitted Liens), and are not held by the Seller on consignment from others.
Accounts Receivable and Inventory. All of the accounts receivable of the Company or any of its subsidiaries, whether reflected on the Balance Sheet or arising since the date of the Balance Sheet, have arisen from bona fide transactions in the ordinary course of business consistent with past practices and are valid, genuine, and subject to the allowance for doubtful accounts set forth therein, fully collectible in the aggregate amount thereof; provided, however, that the foregoing shall not be construed as a guarantee of such collectability.
(i) All of the inventory of Company and its subsidiaries is in the possession of Company or its subsidiaries, (ii) all of the inventory of Company and its subsidiaries, including that reflected in the Financial Statements, is valued at the lower of cost or market, except as disclosed in the Financial Statements, (iii) all of the inventory of Company and its subsidiaries reflected in the Financial Statements and all inventories acquired since 2009 are properly reserved in accordance with GAAP and, subject to such reserves as reflected in the Financial Statements, consist of items that are marketable and fit for their particular use, are not defective and are of a quality and quantity usable and saleable in the ordinary course of the businesses of Company and its subsidiaries within a reasonable period of time, and all of the raw materials and work in process inventory of Company and its subsidiaries reflected on the Financial Statements and all such inventories acquired since 2009 can reasonably be expected to be consumed in the ordinary course of business within a reasonable period of time, and (iv) subject to such reserves as are reflected in the Financial Statements, none of the inventory of Company and its subsidiaries is obsolete or slow moving.
Accounts Receivable and Inventory. Seller and Buyer agree that, with respect to Sections 3.14 and 3.15 hereof, in the event that (j) (x) 90% of the accounts receivable of the Company reflected on the Final Balance Sheet are not collected within ninety (90) days after the Closing Date, at Buyer's option, Buyer shall assign to Seller, and Seller shall purchase from Buyer, the uncollected accounts receivable reflected on the Final Balance Sheet so that the Company shall have received cash for 90% of the accounts receivable reflected on the Final Balance Sheet and (y) the remaining 10% of the accounts receivable of the Company reflected on the Final Balance Sheet are not collected within 180 days after the Closing Date, at Buyer's option, the Company shall assign to Seller, and Seller shall purchase from Buyer, the uncollected accounts receivable reflected on the Final Balance Sheet so that the Company shall have received cash for such remaining 10% of the accounts receivable reflected on the Final Balance Sheet; and (ii) the inventory of the Company reflected on the Final Balance Sheet is not useable and saleable within, with respect to matters disclosed on SCHEDULE 3.15, twelve months, with respect to all other work-in-process and finished goods, 90 days, and, with respect to all other raw materials, six (6) months, after the Closing Date, at Buyer's option, the Company shall sell to Seller, and Seller shall purchase from the Company such unuseable and unsaleable inventory. The purchase price for any such uncollected accounts receivable or unuseable and unsaleable inventory, as the case may be, shall be an amount equal to the amount reflected on the Final Balance Sheet for such items, less applicable pro rated reserves.
