Common use of Accounts Receivable and Payable; Loans Clause in Contracts

Accounts Receivable and Payable; Loans. (a) To the Company’s knowledge, all accounts receivables and notes of the Company Group reflected on the Financial Statements and all accounts receivable and notes arising subsequent to the date thereof represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the Company’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements and all accounts payable arising subsequent to the date thereof arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Group. (b) To the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the Company’s knowledge, except as set forth on Schedule 5.23(b), all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Group. (c) The information set forth on Schedule 5.23(c) separately identifies any and all accounts receivable or notes of the Company Group which are owed by any other Persons or entities except for Affiliates of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial Statements. Except as set forth on Schedule 5.23(c), the Company Group is not indebted to any other entities and no entities are indebted to the Company Group.

Accounts Receivable and Payable; Loans. (a) To the knowledge of the Company’s knowledge, all accounts receivables receivable (if any) and notes receivable (if any) of the Company Group reflected on the Financial Statements and all accounts receivable and notes arising subsequent to the date thereof represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the knowledge of the Company’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by or in connection with the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouptransactions contemplated hereby. (b) To the knowledge of the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account accounts receivable or note receivable relating to the amount or validity of such account, receivables accounts receivable or note receivable that could would reasonably be expected to result in a Company Material Adverse Effect. To the knowledge of the Company’s knowledge, except as set forth on Schedule 5.23(b), all material accounts, receivables accounts receivable or notes receivable are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Groupbusiness. (c) The information set forth on Schedule 5.23(c5.21(c) of the Company Disclosure Schedules separately identifies any and all accounts receivable (if any) or notes note receivable (if any), in each case of value greater than $10,000 in the aggregate, of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial StatementsDate. Except as set forth on Schedule 5.23(c), the The Company Group is not indebted liable to any other entities of its Affiliates, and no entities Affiliates are indebted liable to the Company Group, for any Indebtedness.

Accounts Receivable and Payable; Loans. (a) To the CompanyCompany Group’s knowledge, all accounts receivables and notes of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the CompanyCompany Group’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouppractice. (b) To the CompanyCompany Group’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the CompanyCompany Group’s knowledge, except as set forth on Schedule 5.23(b5.21(b), all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Groupbusiness. (c) The information set forth on Schedule 5.23(c5.21(c) separately identifies any and all accounts receivable receivables or notes of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial StatementsJanuary 1, 2021. Except as set forth on Schedule 5.23(c5.21(c), the Company Group is not indebted to any other entities of its Affiliates and no entities Affiliates are indebted to the Company Group.

Accounts Receivable and Payable; Loans. (a) To the CompanyCompany Group’s knowledge, all accounts receivables and notes of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the CompanyCompany Group’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were or approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Group. (b) To the CompanyCompany Group’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the CompanyCompany Group’s knowledge, except as set forth on Schedule 5.23(b5.21(b), all material accounts, receivables or notes are good and collectible in the ordinary course of business and were or approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Group. (c) The information set forth on Schedule 5.23(c5.21(c) separately identifies any and all accounts receivable receivables or notes of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial Statements. Except as set forth on Schedule 5.23(c5.21(c), the Company Group is not indebted to any other entities enetites except for Affiliate of the Company Group and no entities except for Affiliate of the Company Group are indebted to the Company Group.

Accounts Receivable and Payable; Loans. (a) To the Company’s knowledge, all All accounts receivables and notes of any member of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a any member of the Company Group in the ordinary course of business consistent with past practice. To the Company’s knowledge, the The accounts payable of any member of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouppractice. (b) To the Company’s knowledge, there There is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse EffectEffect on the Company. To the Company’s knowledge, except as set forth on Schedule 5.23(b)Knowledge, all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document business. (c) Except as set forth in Schedule 5.21, no member of the applicable Company Group is indebted to any Affiliate thereof and no Affiliates of the Company are indebted to any member of the Company Group. (cd) The information set forth on Schedule 5.23(c5.21(c) separately identifies any and all accounts receivable or notes of any member of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of a member of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial StatementsSeptember 30, 2022. Except as set forth on Schedule 5.23(c5.21(c), no member of the Company Group is not indebted to any other entities of its Affiliates and no entities Affiliates of the Company are indebted to any member of the Company Group.

Accounts Receivable and Payable; Loans. (a) To the Company’s knowledge, all accounts receivables and notes of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group and its Subsidiaries in the ordinary course of business consistent with past practice. To the Company’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouppractice. (b) To the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the Company’s knowledge, except as set forth on Schedule 5.23(b)5.19(b) of the Company Disclosure Schedules, all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Groupbusiness. (c) The information set forth on Schedule 5.23(c5.19(c) of the Company Disclosure Schedules separately identifies any and all accounts receivable receivables or notes of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial Statementsor subsequent to January 1, 2022. Except as set forth on Schedule 5.23(c)5.19(c) of the Company Disclosure Schedules, the Company Group (including for these purposes all Subsidiaries) is not indebted to any other entities of its Affiliates and no entities Affiliates are indebted to the Company GroupCompany.

Accounts Receivable and Payable; Loans. (a) To the Company’s knowledge, all All accounts receivables and notes of any member of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a any member of the Company Group in the ordinary course of business consistent with past practice. To the Company’s knowledge, the The accounts payable of any member of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouppractice. (b) To the Company’s knowledge, there There is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the Company’s knowledge, except as set forth on Schedule 5.23(b)Knowledge, all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document business. (c) Except as set forth in Schedule 4.22, no member of the applicable Company Group is indebted to any of Affiliate thereof and no Affiliates of the Company are indebted to any member of the Company Group. (c) . The information set forth on Schedule 5.23(c4.22(c) separately identifies any and all accounts receivable or notes of any member of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of a member of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial StatementsJuly 31, 2023. Except as set forth on Schedule 5.23(c4.22(c), no member of the Company Group is not indebted to any other entities of its Affiliates and no entities Affiliates of the Company are indebted to any member of the Company Group.

Accounts Receivable and Payable; Loans. (a) To the Company’s knowledge, all All accounts receivables and notes of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the CompanyCompany Group’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouppractice. (b) To the Company’s knowledge, there There is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables account receivable or note that could reasonably be expected to result in a Material Adverse Effect. To the CompanyCompany Group’s knowledge, except as set forth on Schedule 5.23(b)Section 5.21(b) of the Company Disclosure Schedule, all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Groupbusiness. (c) The information set forth on Section 5.21(c) of the Company Disclosure Schedule 5.23(c) separately identifies any and all accounts receivable receivables or notes of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial StatementsDecember 31, 2022. Except as set forth on Schedule 5.23(c)Section 5.21(c) of the Company Disclosure Schedule, the Company Group is not indebted to any other entities of its Affiliates and no entities Affiliates are indebted to the Company Group.

Accounts Receivable and Payable; Loans. (a) To the CompanyCompany Group’s knowledge, all accounts receivables and notes of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the CompanyCompany Group’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were or approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Group. (b) To the CompanyCompany Group’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the CompanyCompany Group’s knowledge, except as set forth on Schedule 5.23(b5.21(b), all material accounts, receivables or notes are good and collectible in the ordinary course of business and were or approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Group. (c) The information set forth on Schedule 5.23(c5.21(c) separately identifies any and all accounts receivable receivables or notes of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial Statements. Except as set forth on Schedule 5.23(c5.21(c), the Company Group is not indebted to any other entities except for Affiliate of the Company Group and no entities except for Affiliate of the Company Group are indebted to the Company Group.

Accounts Receivable and Payable; Loans. (a) To the CompanyCompany Group’s knowledge, all accounts receivables and notes of the Company Group reflected on the Financial Statements Statements, and all accounts receivable and notes arising subsequent to the date thereof thereof, represent valid obligations arising from services actually performed or goods actually sold by a member of the Company Group in the ordinary course of business consistent with past practice. To the CompanyCompany Group’s knowledge, the accounts payable of the Company Group reflected on the Financial Statements Statements, and all accounts payable arising subsequent to the date thereof thereof, arose from bona fide transactions in the ordinary course consistent with past practice and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Grouppractice. (b) To the CompanyCompany Group’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable or note relating to the amount or validity of such account, receivables or note that could reasonably result in a Material Adverse Effect. To the CompanyCompany Group’s knowledge, except as set forth on Schedule 5.23(b5.21(b), all material accounts, receivables or notes are good and collectible in the ordinary course of business and were approved by the board of directors or shareholders pursuant to the Charter Document of the applicable member of the Company Groupbusiness. (c) The information set forth on Schedule 5.23(c5.21(c) separately identifies any and all accounts receivable receivables or notes of the Company Group which are owed by any other Persons or entities except for Affiliates Affiliate of the Company Group as of the Balance Sheet Date and which are not reflected on the Financial StatementsDate. Except as set forth on Schedule 5.23(c5.21(c), the Company Group is not indebted to any other entities of its Affiliates and no entities Affiliates are indebted to the Company Group.