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

Accounts Receivable and Payable; Loans. (a) All accounts receivable and notes of the Company 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 the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreement. (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 involving an amount in excess of $100,000. Except as set forth on Schedule 4.21(b), to the knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of business. (c) The information set forth on Schedule 4.21(c) separately identifies any and all accounts, receivables or notes of the Company which are owed by any Affiliate of the Company. Except as set forth on Schedule 4.21(c), the Company is not indebted to any of its Affiliates and no Affiliates are indebted to the Company.

Appears in 2 contracts

Samples: Merger Agreement (Vincera Pharma, Inc.), Merger Agreement (LifeSci Acquisition Corp.)

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Accounts Receivable and Payable; Loans. (a) All accounts receivable and notes of the Company 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 the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (b) To the best of 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 involving an amount that could reasonably result in excess of $100,000a Material Adverse Effect. Except as set forth on Schedule 4.21(b), to To the knowledge best of the Company’s knowledge, all accounts, receivables or notes are good and collectible in the ordinary course of business. (c) The information set forth on Schedule 4.21(c5.23(c) separately identifies any and all accounts, receivables or notes of the Company which are owed by any Affiliate of the Company. Except as set forth on Schedule 4.21(c5.23(c), the Company is not indebted to any of its Affiliates and no Affiliates are indebted to the Company.

Appears in 2 contracts

Samples: Merger Agreement (Atlantic Acquisition Corp.), Merger Agreement (E-Compass Acquisition Corp.)

Accounts Receivable and Payable; Loans. (a) All accounts receivable and notes of the Company 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 the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (b) To the best of 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 involving an amount that could reasonably result in excess of $100,000a Material Adverse Effect. Except as set forth on Schedule 4.21(b), to the best knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of business. (c) The information set forth on Schedule 4.21(c) separately identifies Financial Statements have consolidated any and all accounts, receivables or notes of the Company Group which are owed by any Affiliate of the Company. Except as set forth on Schedule 4.21(c)) or in the ordinary course of business conducted by the Company Group, the Company Group is not indebted to any of its Affiliates and no Affiliates are indebted to the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Wealthbridge Acquisition LTD)

Accounts Receivable and Payable; Loans. (a) All accounts receivable 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 the Company Group in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (b) To the best of 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 involving an amount in excess of $100,000400,000. Except as set forth on Schedule 4.21(b5.21(b), to the best knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of business. (c) The information set forth on Schedule 4.21(c5.21(c) separately identifies any and all accounts, receivables or notes of the Company Group which are owed by any Affiliate of the CompanyCompany Group. Except as set forth on Schedule 4.21(c5.21(c), the Company Group is not indebted to any of its Affiliates and no Affiliates are indebted to the CompanyCompany Group.

Appears in 1 contract

Samples: Merger Agreement (Chardan Healthcare Acquisition Corp.)

Accounts Receivable and Payable; Loans. (a) All accounts receivable and notes of the Company 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 the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (b) To the best of 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 involving an amount that could reasonably result in excess of $100,000a Material Adverse Effect. Except as set forth on Schedule 4.21(b), to the best knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of business. (c) The information set forth on Schedule 4.21(c) separately identifies any and all accounts, receivables or notes of the Company Group which are owed by any Affiliate of the Company. Except as set forth on Schedule 4.21(c), the Company Group is not indebted to any of its Affiliates and no Affiliates are indebted to the Company.

Appears in 1 contract

Samples: Share Exchange Agreement (Ace Global Business Acquisition LTD)

Accounts Receivable and Payable; Loans. (a) All accounts receivable 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 the Company Group in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (b) To the best of 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 involving an amount in excess of $100,0001,000,000. Except as set forth on Schedule 4.21(b5.21(b), to the best knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of business. (c) The information set forth on Schedule 4.21(c5.21(c) separately identifies any and all accounts, receivables or notes of the Company Group which are owed by any Affiliate of the CompanyCompany Group. Except as set forth on Schedule 4.21(c5.21(c), the Company Group is not indebted to any of its Affiliates and no Affiliates are indebted to the CompanyCompany Group.

Appears in 1 contract

Samples: Merger Agreement (Hunter Maritime Acquisition Corp.)

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Accounts Receivable and Payable; Loans. (a) All accounts receivable and notes of the Company 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 the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (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 receivable or note relating to the amount or validity of such account, receivables or note involving an amount that could reasonably result in excess of $100,000. Except as set forth on Schedule 4.21(b), to the knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of businessa Material Adverse Effect. (c) The information set forth on Schedule 4.21(c5.23(c) separately identifies any and all accounts, receivables or notes of the Company which are owed by any Affiliate of the Company. Except as set forth on Schedule 4.21(c5.23(c), the Company is not indebted to any of its Affiliates and no Affiliates are indebted to the Company.

Appears in 1 contract

Samples: Merger Agreement (Hudson Capital Inc.)

Accounts Receivable and Payable; Loans. (a) All accounts receivable and notes of the Company 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 the Company in the ordinary course of business consistent with past practice. The accounts payable of the Company 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 or in connection with this Agreementpractice. (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 receivable or note relating to the amount or validity of such account, receivables or note involving an amount that could reasonably result in excess of $100,000. Except as set forth on Schedule 4.21(b), to the knowledge of the Company, all accounts, receivables or notes are good and collectible in the ordinary course of businessa Material Adverse Effect. (c) The information set forth on Schedule 4.21(c4.23(c) separately identifies any and all accounts, receivables or notes of the Company which are owed by any Affiliate of the Company. Except as set forth on Schedule 4.21(c4.23(c), the Company is not indebted to any of its Affiliates and no Affiliates are indebted to the Company.

Appears in 1 contract

Samples: Merger Agreement (Hudson Capital Inc.)

Accounts Receivable and Payable; Loans. (a) All To the Company’s knowledge, all accounts receivable 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 the Company Group in the ordinary course of business consistent with past practice. The 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 or in connection with this Agreementpractice. (b) To the Company’s knowledge, there There is no material 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 accountaccount receivable or note. To the Company’s knowledge, receivables or note involving an amount in excess of $100,000. Except except as set forth on Schedule 4.21(b), to the knowledge in Section 4.20(b) of the CompanyCompany Disclosure Schedule, all accounts, receivables account receivable or notes are good and collectible in the ordinary course of business. (c) The information set forth on Section 4.20(c) of the Company Disclosure Schedule 4.21(c) separately identifies any and all accounts, accounts receivables or notes of the Company Group which are owed by any Affiliate of the CompanyCompany Group as of the Balance Sheet Date. Except as set forth on Schedule 4.21(c)Section 4.20(c) of the Company Disclosure Schedule, the Company Group is not indebted to any of its Affiliates and no Affiliates are indebted to the CompanyCompany Group.

Appears in 1 contract

Samples: Merger Agreement (Blue Safari Group Acquisition Corp)

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