Common use of Accounts Receivable and Payable Clause in Contracts

Accounts Receivable and Payable. (a) Section 2.24(a) of the Disclosure Schedule sets forth a true, correct and complete breakdown and aging of the accounts receivable of the Company as of the date of the Interim Balance Sheet. All accounts and notes receivable reflected on the Interim Balance Sheet and all accounts and notes receivable to be reflected on the books of the Company as of the Closing (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are valid receivables arising in the ordinary course of business consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) within 90 days after the Closing and will be demanded in full when due. No agreement for deduction, free goods, discount, refund, adjustment, right of set-off or other deferred price or quantity adjustment has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in full. (b) Section 2.24(b) of the Disclosure Schedule sets forth a true, correct and complete (i) breakdown and aging of the accounts payable of the Company as of the date of the Interim Balance Sheet, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred in the ordinary course of business consistent with past practice, are valid payables for products or services purchased by the Company and are not past due and in no event are any payables more than 90 days past the invoice date.

Accounts Receivable and Payable. (a) Section 2.24(a) Subject to allowances for doubtful accounts and warranty returns reflected on the Company Balance Sheet, the outstanding 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, to the knowledge of Parent or the Company, reasonably likely to be collectible in the book amounts thereof to the extent consistent with the Company’s customary collections in the ordinary course. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practices and are believed by the Company to be sufficient to provide for any losses which may be sustained on realization of the Disclosure Schedule sets forth a true, correct and complete breakdown and aging receivables. None of the outstanding accounts receivable of the Company as of is contingent upon the date of the Interim Balance Sheet. All accounts and notes receivable reflected on the Interim Balance Sheet and all accounts and notes receivable to be reflected on the books of performance by the Company as of the Closing (net of allowances for doubtful accounts as reflected thereon any obligation or Contract and as determined in accordance with GAAP) are valid receivables arising in the ordinary course of business consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) within 90 days after the Closing and will be demanded in full when due. No no agreement for deduction, free goods, discount, refund, adjustment, right of set-off deduction or other deferred price or quantity adjustment discount has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to receivable. Schedule 2.20(a)of the Knowledge Company Disclosure Letter (which schedule shall constitute a representation and warranty by Parent and the Company) sets forth an accurate aging of the Company’s outstanding accounts receivable as of July 29, no customer has indicated its unwillingness to pay any account receivable 2011 in fullthe aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. (b) Section 2.24(b) of the Disclosure Schedule sets forth a true, correct All outstanding accounts payable and complete (i) breakdown and aging of the accounts notes payable of the Company as of the date of the Interim Balance Sheet, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred arose in the ordinary course of business business, consistent with past practicepractices 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 December 31, are valid payables for products or services purchased by 2010, the Company and are not past due has paid its accounts payable in the ordinary course of its business and in no event are any payables more than 90 days a manner which is consistent with its past the invoice datepractices.

Accounts Receivable and Payable. (a) Section 2.24(a) of the Disclosure Schedule sets forth a true, correct and complete breakdown and aging All of the accounts receivable and trade accounts of the Company as of (the date of the Interim Balance Sheet. All accounts and notes receivable reflected on the Interim Balance Sheet and all accounts and notes receivable to be reflected on the books of the Company as of the Closing (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP“Receivables”) are bona fide, legal, valid receivables arising and binding obligations, arose in the ordinary course of business consistent with past practice and business, are current and collectible at the amounts set forth carried on the books records of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as at values consistently determined in accordance with GAAPGAAP and the Company’s past practice, are correct in all respects, and are subject to the reserve for bad debts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, no Person has any Lien (other than a Permitted Encumbrance) within 90 days after the Closing on any of such accounts receivable, and will be demanded in full when due. No no request or agreement for deduction, free goods, discount, refund, adjustment, right of set-off any deduction or other deferred price or quantity adjustment discount has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable andexcept as fully and adequately reflected in reserves for doubtful accounts set forth in the Most Recent Financial Statements. Except as set forth in Section 3.11 of the Disclosure Schedule, all Receivables represent products delivered or services actually performed by the Company in the conduct of the Business in the ordinary course. Deferred revenues are presented on the Financial Statements, in accordance with GAAP and the Company’s past practice, with respect to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in full. ’s (a) billed but unearned Receivables; (b) previously billed and collected Receivables still unearned; and (c) unearned customer deposits. At the Closing Date, except as set forth in Section 2.24(b) 3.11 of the Disclosure Schedule sets forth a trueSchedule, correct and complete (i) breakdown and aging of the all accounts payable of will have been incurred in exchange for goods or services delivered or rendered to the Company as of the date of the Interim Balance Sheet, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred in the ordinary course of business consistent with past practicebusiness, are valid payables for products or services purchased by and the Company and are has not past due and in no event are guaranteed or agreed to guarantee any payables more than 90 days past the invoice datedebt, liability or other obligation of any Person.

Accounts Receivable and Payable. (a) Section 2.24(aAs it relates to the Purchased Assets, Schedule 3.13(a) of the Disclosure Schedule sets forth a true, correct and complete breakdown accounts and notes receivable aging of the accounts receivable of the Company schedule as of the date Closing Date. Except as set forth on Schedule 3.13(a) of the Interim Balance Sheet. All Disclosure Schedule, all accounts and notes receivable reflected on the Interim Balance Sheet Financial Statements and all accounts and notes receivable to be reflected on arising after the books date of the Company as Interim Statements: (i) have arisen from bona fide transactions entered into by Seller involving the rendering of the Closing (net services or sale of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are valid receivables arising products in the ordinary course of business consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) within 90 days after the Closing and will be demanded in to which full when due. No agreement for deduction, free goods, discount, refund, adjustment, right of set-off or other deferred price or quantity adjustment performance has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in full. (b) Section 2.24(b) of the Disclosure Schedule sets forth a true, correct and complete (i) breakdown and aging of the accounts payable of the Company as of the date of the Interim Balance Sheet, and rendered by Seller; (ii) breakdown constitute only valid, undisputed claims of all customer deposits and Seller not subject to claims of setoff or other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practicepractice disclosed on Schedule 3.13(a) of the Disclosure Schedule; and (iii) unless collected by Seller on or prior to the Closing or subject to a reserve for bad debts shown on the Financial Statements or, with respect to accounts or notes receivable arising after the date of the Interim Statements, on the accounting records of Seller, are collectible in full within ninety (90) days after billing. The reserve for bad debts shown on the Financial Statements or, with respect to accounts and notes receivable arising after the date of the Interim Statements, on the accounting records of Seller has been determined in accordance with GAAP, consistently applied. Seller has good and valid payables title to all accounts and notes receivable of the Business free and clear of any Encumbrances. There are no disputes with respect to any of the accounts and notes receivable reflected on the Financial Statements that have not been reserved for products or services purchased by on the Company Financial Statements. As it relates to the Assumed Liabilities, Schedule 3.13(b) of the Disclosure Schedules sets forth a true, correct and are not past due complete accounts and in no event are any payables more than 90 days past notes payable aging schedule as of the invoice dateClosing Date.

Accounts Receivable and Payable. (a) Except as disclosed on Section 2.24(a) 5.24 of the Disclosure Schedule sets forth a trueSchedule, correct all accounts and complete breakdown and aging of the accounts notes receivable of the Company and its Subsidiaries represent obligations to the Company or its Subsidiaries arising from bona fide sale transactions in the ordinary course of business, are legal, valid and binding claims against the respective debtors as to which full performance has been rendered, to the extent the Company or any of its Subsidiaries are obligated to so perform as of the date of the Interim Balance SheetEffective Time, and are payable on ordinary trade terms. All accounts and notes receivable of the Companies reflected on the Interim Balance Sheet Financial Statements are good and all collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts and notes receivable arising after the date of the Interim Financial Statements are good and collectible at the aggregate recorded amounts thereof in the ordinary course of business, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. Except as set forth on Section 5.24 of the Disclosure Schedule, none of the accounts or the notes receivable of the Company or any of its Subsidiaries (i) are subject to be any setoffs or counterclaims other than to the extent of reserves or accruals appropriately reflected on the books of the Company as of the Closing (net of allowances for doubtful accounts as reflected thereon and as determined Latest Balance Sheet in accordance with GAAP, or (ii) represent obligations for goods sold on consignment, on approval or on sale or return basis or subject to any other repurchase or return arrangement. (b) All accounts payable of the Company and its Subsidiaries reflected in the Interim Financial Statement or arising after the latest date of the Interim Financial Statements are valid receivables arising the result of bona fide transactions in the ordinary course of business consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) within 90 days after the Closing and will be demanded in full when due. No agreement for deduction, free goods, discount, refund, adjustment, right of set-off have been paid or other deferred price or quantity adjustment has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in full. (b) Section 2.24(b) of the Disclosure Schedule sets forth a true, correct and complete (i) breakdown and aging of the accounts payable of the Company as of the date of the Interim Balance Sheet, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred in the ordinary course of business consistent with past practice, are valid payables for products or services purchased by the Company and are not past yet due and in no event are any payables more than 90 days past the invoice datepayable.

Accounts Receivable and Payable. (a) Section 2.24(a2.25(a) of the Disclosure Schedule sets forth a true, correct and complete breakdown and aging of the accounts receivable of the Company as of the date of the Interim Balance SheetStatement of Financial Position. All accounts and notes receivable reflected on the Interim Balance Sheet Statement of Financial Position and all accounts and notes receivable arising after the date of the Interim Statement of Financial Position to be reflected on the books of the Company as of the Closing Date (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAPFRS 102 or its applicable equivalent) are valid receivables arising in the ordinary course of business consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAPFRS 102 or its applicable equivalent) within 90 days after the Closing and will be demanded in full when due. No agreement for deduction, free goods, discount, refund, adjustment, right of set-off or other deferred price or quantity adjustment has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in full. (b) Section 2.24(b2.25(b) of the Disclosure Schedule sets forth a true, correct and complete (i) breakdown and aging of the accounts payable of the Company as of the date of the Interim Balance SheetStatement of Financial Position, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred in the ordinary course of business consistent with past practice, are valid payables for products or services purchased by the Company and are not past due and in no event are any payables more than 90 days past the invoice date.

Accounts Receivable and Payable. (a) Section 2.24(a) of Sellers have made available to the Disclosure Schedule sets forth Buyer a true, correct and complete breakdown list and the aging of the all accounts receivable of the Company Utz Companies as of the date Effective Date (“Accounts Receivable”). The Accounts Receivable represent valid obligations and bona fide transactions arising from or relating to sales actually made by the Utz Companies and the Accounts Receivable are, subject to applicable reserves, not subject to any known refunds or adjustments or any defenses or rights of set off or other Liens (other than Permitted Liens). All such Accounts Receivable relate solely to the sale of goods to customers of the Interim Balance SheetUtz Companies, none of whom are Affiliates of any Xxx Company. All accounts and notes receivable reflected on Except to the Interim Balance Sheet and all accounts and notes receivable extent paid prior to be reflected on the books Closing Date, to the Knowledge of the Company the Accounts Receivable are, or will be as of the Closing (Date, collectible net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are valid receivables arising the respective reserve shown in the ordinary course corresponding line items on the Financial Statements or on the accounting records of business Utz Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) within 90 days after the Closing and will be demanded in full when duepractice). No agreement for deduction, free goods, discount, refund, adjustment, right of set-off or other deferred price or quantity adjustment has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to To the Knowledge of the Company, no customer Xxx Company has indicated its unwillingness received written notice from or on behalf of any obligor of any material Accounts Receivable that such obligor is unwilling or unable to pay any account receivable in fulla material portion of such Accounts Receivable. (b) Section 2.24(b) of the Disclosure Schedule sets forth a true, correct and complete (i) breakdown and aging of the All accounts payable of the Company as Utz Companies, whether reflected on the Latest Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the Ordinary Course of Business of the Utz Companies. Since the date of the Interim Latest Balance Sheet, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All Utz Companies have paid their accounts payable were incurred in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for those which are valid payables for products or services purchased by the Company and are not past due and being disputed in no event are any payables more than 90 days past the invoice dategood faith.