Common use of Accounts Receivable and Payable Clause in Contracts

Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies is subject to any claim of offset, recoupment, setoff or counter-claim, and Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies is contingent upon the performance by any of the Acquired Companies of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Company has provided to Acquiror an accurate aging of the Acquired Companies’ accounts receivable in the aggregate and by customer, which indicates the amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (b) All accounts payable and notes payable of the Acquired Companies arose in the ordinary course of business, consistent with past practices in bona fide arms’ length transactions and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since June 30, 2015, each of the Acquired Companies has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices.

Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies Company arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies Company is subject to any asserted claim of offset, recoupment, setoff or counter-claim, and Parent and Company has have no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies Company is contingent upon the performance by any of the Acquired Companies Company of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable which would result in a reduction to the stated amount of such accounts receivable. Company has provided to Acquiror or its counsel an accurate aging of the Acquired Companies’ Company’s accounts receivable in the aggregate and by customer, which indicates the amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies Company which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (b) All accounts payable and notes payable of Company and any member of the Acquired Companies Parent Group (so far as related to Company or the Business) arose in the ordinary course of business, consistent with past practices in bona fide arms’ length transactions and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since June 30December 31, 20152013, each Company and any member of the Acquired Companies Parent Group (so far as related to Company or the Business) has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices.

Accounts Receivable and Payable. (a) The Statement of Net Assets includes all accounts receivable of the Business. The accounts receivable shown on the Company Balance Sheet Statement of Net Assets that are not Excluded Assets (the “Assumed A/Rs”) arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are are, to Parent’s and the Company’s knowledge, collectible in the book amounts thereof. Allowances Pro forma allowances for doubtful accounts and warranty returns as reported in the Statement of Net Assets have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivablespractices. The accounts receivable of the Acquired Companies Assumed A/Rs arising after the Balance Sheet Statement of Net Assets Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are are, to Parent’s and the Company’s knowledge, collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies Company is subject to any claim of offset, recoupment, setoff or counter-claim, and neither Parent nor the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies is contingent upon the performance by any of the Acquired Companies of any obligation or Contract and no No agreement for deduction or discount has been made with respect to any of such accounts receivableAssumed A/Rs. Schedule 2.20(a) of the Company has provided to Acquiror Disclosure Letter sets forth an accurate aging of the Acquired Companies’ Company’s accounts receivable in the aggregate and by customer, which indicates . Schedule 2.20(a) of the Company Disclosure Letter sets forth such amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies which Company that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (b) All accounts payable and notes payable of the Acquired Companies Company arose in the ordinary course of business, consistent with past practices in bona fide arms’ length transactions and no such account payable or note payable is delinquent by more than sixty (60) 60 days in its payment. Since June 30July 3, 20152011, each of the Acquired Companies Company has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices.

Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired CompaniesCompany’s and its Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies Company and its Subsidiaries arising after the Company Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s and the Subsidiaries’ past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the receivables. None of the accounts receivable of the Acquired Companies Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies Company and its Subsidiaries is contingent upon the performance by the Company or any of the Acquired Companies Subsidiary of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.20(a) of the Company has provided to Acquiror Disclosure Letter sets forth an accurate aging of the Acquired CompaniesCompany’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, which and indicates the amounts of allowances for doubtful accounts, accounts and warranty returns, . Schedule 2.20(a) of the Company Disclosure Letter sets forth such amounts of accounts receivable of the Acquired Companies Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (b) All Except as set forth on Schedule 2.20(b) of the Company Disclosure Schedule, all accounts payable and notes payable of the Acquired Companies Company and its Subsidiaries arose in the ordinary course of business, consistent with past practices in bona fide arms’ length transactions and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since June 30December 31, 20152007, each of the Acquired Companies Company has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices.