Accounts Receivable and Notes Receivable. (a) All accounts receivable and notes due and uncollected of the Acquired Company reflected on the Financial Statements or arising subsequent to the Financial Statement Date (i) have arisen from bona fide transactions in the Ordinary Course of Business of the Acquired Company and (ii) represent valid obligations due to the Acquired Company. Except as provided in Schedule 3.10, the Acquired Company owns its accounts receivable free and clear of all Liens.
(b) Since the Financial Statement Date, there have not been any write-offs of any notes or accounts receivable of the Acquired Company nor is there any such write-off that has not been made but that is required to be made consistent with past practices, as of the date of this Agreement, except for write-offs that were or will be made in the Ordinary Course of Business and consistent with past practice.
Accounts Receivable and Notes Receivable. Attached hereto as Exhibit 3.20 is a true and complete list of all of the accounts receivable of Contributor (collectively, the "Contributor AR") as of the Effective Date and all of the notes receivable of Contributor (collectively, the "Contributor NR") as of the Effective Date. Exhibit 3.20 shall be brought current as of the Closing Date. All sales and services made or provided on credit between the date hereof and the Closing will have been properly recorded on the books of Contributor in the ordinary course of business. All of the Contributor AR represent or will represent valid obligations arising from sales actually made or services actually performed by Contributor. Unless paid prior to the Closing Date, the Contributor AR as of the Closing Date (the "Closing Date Contributor AR") and Contributor NR as of the Closing Date (the "Closing Date Contributor NR") are or will be as of the Closing Date current and collectible. Contributor shall make good faith best efforts to collect in full each of the Closing Date Contributor AR, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. Each of the Closing Date Contributor NR will be collected in full, without any set-off, when due. There is no contest, claim, or right of set-off with any obligor of any of the Contributor AR as of the Effective Date or any of the Contributor NR as of the Effective Date relating to the amount or validity of such Contributor AR or such Contributor NR. There will be no contest, claim, or right of set-off with any obligor of any of the Closing Date Contributor AR or any of the Closing Date Contributor NR relating to the amount or validity of such Contributor AR or such Contributor NR. All payments with respect to the Closing Date Contributor AR shall be credited to the specific Contributor Account Receivable as the applicable customer or client directs.
Accounts Receivable and Notes Receivable. All of the Accounts Receivable of Sellers as of the Closing Date relating to the operation of BHHS and the Baptist Facilities, and only those notes receivable listed on Schedule 2.1.8, which will be included in Net Working Capital.
Accounts Receivable and Notes Receivable. All accounts receivable and notes receivable constituting a part of the Assets represent and constitute bona fide indebtedness owing to Seller for services actually performed or for goods or supplies actually provided in the amounts indicated on the Financial Statements referred to in Section 3.4 with no known set-offs, deductions, compromises, or reductions (other than reasonable allowances for bad debts and contractual allowances in an amount consistent with historical policies and procedures of Seller and which are taken into consideration in the preparation of the Financial Statements). This representation does not constitute a guaranty that such accounts receivable will be collected. Seller has made available to Buyer a complete and accurate aging report of all such accounts receivable and a schedule of all accounts receivable, whether recorded or unrecorded, which have been assigned to collection agencies or are otherwise held or assigned for collection.
Accounts Receivable and Notes Receivable. The accounts and notes receivable included in the Balance Sheet represent valid claims from bona fide transactions, incurred in the ordinary course of business, and no counterclaims or offsetting claims with respect to such receivables are pending or threatened. The Company maintains reserves for losses arising from the origination, servicing, foreclosure and liquidation of Mortgage Loans, securities positions, repurchase and reverse repurchase agreements to the extent the Company expects such losses may occur. There are no reserves as of the date of this Agreement, other than reserves with respect to DUS Loans, although the Company does not expect losses in the amount of such reserves. All such reserves have been determined in accordance with generally accepted accounting principles consistently applied and are in the amounts shown in the Balance Sheet and are sufficient to meet all reserve requirements of Investors. Such reserves are reasonably adequate in all respects to provide for all expected losses and comply with all applicable requirements with respect thereto.
Accounts Receivable and Notes Receivable. (a) All accounts receivable and notes receivable due and uncollected of any Acquired Entity or Subsidiary reflected on the Financial Statements or arising subsequent to the Financial Statement Date (i) have arisen from bona fide transactions in the Ordinary Course of Business of such Acquired Entity or Subsidiary and (ii) represent valid obligations due to such Acquired Entity or Subsidiary. Each Acquired Entity or Subsidiary has good and marketable title to its accounts receivable, free and clear of all Liens.
(b) Since the Financial Statement Date, there have not been any write-offs of any notes or accounts receivable of any Acquired Entity or Subsidiary nor is there any such write-off that has not been made but that is required to be made consistent with past practices, as of the date of this Agreement, except in each case for write-offs that were made in the Ordinary Course of Business and consistent with past practice.
Accounts Receivable and Notes Receivable. Except as set forth on Schedule 3.31, all accounts and notes receivable other than those related to the Excluded Business (the "Receivables") have arisen in the ordinary course of business, represent valid obligations owed to the Company for sales made, services performed or other charges, are not subject to claims or set-off or other defenses or counter-claims, and, subject only to consistently recorded reserves for bad debts (which have been recorded on the Financial Statements and books and records of the Company), have been collected or are collectible in the aggregate recorded amounts thereof in accordance with their terms, subject only to return rights in the ordinary course of business. All items which are required by GAAP to be reflected as Receivables on the Financial Statements and on the books and records of the Company are so reflected. Attachment 3.31
(a) is a true and complete aged list of all of the Receivables as of the Closing Date, and except as set forth on Attachment 3.31(a), none of the Receivables included in the Financial Statements are owed by the Sellers or relate to the Sellers or any employee, stockholder or affiliate of the Company. Attachment 3.31(b) separately sets forth, without giving effect to the transactions contemplated hereby, a list of any and all Receivables from the Sellers, employees, stockholders and Affiliates of the Company including, without limitation, all notes, loans, advances or other monies owed to the Company by any past or present employee. Schedule 3.31(c) separately sets forth a list of any and all Receivables relating to the Excluded Business on the date of its transfer.
Accounts Receivable and Notes Receivable. All accounts receivable and notes receivable, provided, that any accounts receivable existing on the books of the Seller attributable to sales to ACI or any of its subsidiaries shall be paid in full by ACI and its subsidiaries at or prior to the Closing.
Accounts Receivable and Notes Receivable. The accounts receivable and notes receivable of LDI and the LDI Affiliates, other than those listed on Schedule 3.21, represent bona fide claims which LDI and the LDI Affiliates have against debtors for sales or services arising on or before the Closing Date, are not subject to counterclaims, setoffs or deductions of any kind, and are not subject to additional requirements of performance by LDI or the LDI Affiliates. The aggregate amount of customer advance payments (i.e., payments in excess of actual work performed or materials supplied as of the date of such payment) received by LDI or the LDI Affiliates at or prior to the Closing Date with respect to such accounts receivable does not exceed $100,000. All of the accounts receivable and notes receivable have been created since the date of incorporation of LDI, pursuant to provision of services conforming to the terms of purchase orders executed by and received from unrelated third Persons in the normal course of business. Such receivables have been recorded in accordance with LDI's or the relevant LDI Affiliate's historical revenue recognition policy and have been collected or are collectable in accordance with their terms at the full recorded amount thereof no later than 90 days following the Closing.
Accounts Receivable and Notes Receivable. All accounts receivable and notes receivable of CCC represent and constitute bona fide indebtedness owing to CCC in the amounts indicated in the Financial Statements and the Interim Financial Statements of CCC, with no known setoffs (other than CCC's customary allowances for uncollectible accounts and contractual adjustments as indicated thereon and adjusted for estimated recovery of bad debt). Neither CCC nor any of its respective officers, directors, employees or agents, on behalf of or for the benefit of Sellers, directly or indirectly, have (i) offered or paid any amount to, or made any financial arrangements with, any of Sellers' past or present customers or potential customers in order to obtain business from such customers, other than standard pricing or discount arrangements consistent with proper business practices, (ii) given, or agreed to give, or is aware that there has been made, or that there is an agreement to make any gift or gratuitous payment of any kind, nature or description (whether in money, property or services) to any past or present customer, supplier, source of financing, landlord, sub- tenant, license or anyone else at any time, (iii) or agreed to make, or is aware that there is any agreement to make any political contribution or any contributions, payment or gifts of their respective funds or property to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift related to the business of Sellers and is illegal under the laws of the United States, any state thereof or any other jurisdiction (foreign or domestic), or (iv) made, or agreed to make, or is aware that there have been, or that there is any agreement to make, any payments to any person with the intention or understanding that any part of such payment was to be used directly or indirectly for the benefit of any past or present customer, employee, supplier or landlord of Sellers, or for any purpose other than that reflected in the documents supporting the payments.
