Accounts Receivable; Inventories. The accounts receivable of the Corporation reflected in the Financial Statements and such additional accounts receivable as are reflected on the books of the Corporation on the date hereof are good and to the knowledge of the Corporation collectible except to the extent reserved against thereon (which reserves have been determined based upon actual prior experience and are consistent with prior practices). All such accounts receivable (except to the extent so reserved against) are valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and are not subject to defenses, set-offs or counterclaims. The inventories reflected on the Financial Statements (net of reserves) and held by the Corporation on the date hereof do not include any material amount of items which are not usable or saleable in the ordinary course of business of the Corporation or are obsolete or discounted items. Such inventories have been reflected on such balance sheets at the lower of cost or market value (taking into account the usability or salability thereof). All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories have been purchased by the Corporation consistent with historical seasonal requirements, and the volumes of purchases thereof and orders therefor have not been materially reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement.
Accounts Receivable; Inventories. All accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg in the ordinary course of the Business. Except to the extent reserved on the books and records of the Business, all Inventory of the Business (i) is in good, merchantable and useable condition, (ii) is reflected in the Balance Sheet and will be reflected in the Valuation Date Balance Sheet at the lower of cost or market in accordance with generally accepted accounting principles and (iii) is, in the case of finished goods, of a quality and quantity saleable in the ordinary course of the Business and, in the case of all other Inventory is of a quality and quantity useable in the ordinary course of the Business. The Inventory obsolescence policies of the Business are appropriate for the nature of the products sold and the marketing methods used by the Business, the reserve for Inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete Inventory as of the Balance Sheet Date, and the reserve for Inventory obsolescence to be contained in the Valuation Date Balance Sheet will fairly reflect the amount of obsolete Inventory as of the Closing Date. Parent has heretofore delivered to Buyer a list of places where all material Inventory of the Business was located as of April 30, 1999. The quantity of materials, component parts and finished goods on hand is generally consistent with the levels of the same historically maintained by the Business recognizing that such levels will vary from time to time consistent with the past practices of the Business. Except for Inventory in transit to Parent from its suppliers, all Inventory is located at the premises of the Business. Since the Balance Sheet Date, Parent has continued to replenish the Inventory in a normal and customary manner consistent with prior practice. No purchase commitments of Parent are in excess of the normal, ordinary and usual requirements of its business, or were made at any price in excess of the then current market price, or contain terms and conditions more onerous than those usual and customary in the conduct of the Business.
Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and the accounts receivable aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the books of Seller on the date hereof, are (except to the extent reserved in accordance with GAAP) valid, genuine and subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business transactions and to Seller's Knowledge, are not subject to defenses, deductions, set-offs or counterclaims. The inventories reflected on the Unaudited Financial Statements and held by Seller on the date hereof, net of reserves therefor in accordance with GAAP, are usable or saleable in the ordinary course of Business. Such inventories have been reflected on the Unaudited Financial Statements at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Seller at an increased value. All such inventories are owned free and clear and are not subject to any Lien except to the extent reserved against or reflected in the Financial Statements. Since the Financial Statement Date, inventories of raw materials, supplies and products have been purchased by Seller in the ordinary course of the Business, consistent with anticipated seasonal requirements, and the volumes of purchases thereof and orders therefor have not been reduced or otherwise changed in anticipation of the transactions contemplated by this Agreement. Except as set forth in Schedule 5.21 hereto, Seller does not have any Knowledge of any conditions affecting the supply of materials or products available to Seller and, to the Knowledge of Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.
Accounts Receivable; Inventories. (a) Except as set forth in the Stel Balance Sheet, (i) each account receivable of Stel and its Subsidiaries (the "Accounts Receivable") represents a sale made in the ordinary course of business and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Stel and its Subsidiaries have performed all of their obligations to produce the goods or perform the services to which such Accounts Receivable relate, other than amounts recorded as deferred revenue, and (ii) no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustment by the obligor thereof.
(b) Subject to amounts reserved therefor on the Stel Balance Sheet, the values at which all inventories are carried on the Stel Balance Sheet reflect the historical inventory valuation policy of Stel and its Subsidiaries set forth in the Stel SEC Reports. Stel and its Subsidiaries have good and marketable title to the inventories free and clear of all liens and encumbrances. The inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving beyond amounts reserved on the Stel Balance Sheet. The inventories do not consist of any items held on consignment. Neither Stel nor any of its Subsidiaries is under any obligation or liability with respect to accepting returns of items of inventory or merchandise in the possession of their customers other than in the ordinary course of business and consistent with past practice. No clearance or extraordinary sale of the inventories has been conducted since the Stel Reference Date. Subject to the amounts reserved therefor on the Stel Balance Sheet, the inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of business consistent with past practice.
Accounts Receivable; Inventories. (a) All accounts receivable of the Company have arisen from bona fide transactions by the Company in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.17, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the accounts receivable reflected on the Balance Sheet, taken as a whole, are good and collectible in the ordinary course of business at the aggregate amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance Sheet.
(b) The inventories of the Company (including raw materials, supplies, work-in-process, finished goods and other materials) are in good and useable condition and (i) are reflected in the Balance Sheet in accordance with generally accepted accounting principles and (ii) are reflected in the books and records of the Company at the lower of average cost or market value. The inventory obsolescence policies of the Company are appropriate for the nature of the products sold and the marketing methods used by the Company, and the reserve for inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete inventory as of the Balance Sheet Date. The Company has heretofore delivered to Parent a list of places where material inventories of the Company are located.
Accounts Receivable; Inventories. 13 2.25 Brokerage......................................................................................14 2.26 Suppliers......................................................................................14 2.27 Permits........................................................................................14 2.28
Accounts Receivable; Inventories. Except as set forth on Schedule 5.26. all accounts receivable reflected in the Financial Statements are valid receivables and represent arm’s length transactions in the ordinary course of business and are collectible in full net of the reserve for doubtful accounts, discounts, and/or promotional expenses set forth in the Financial Statements and assuming that the Buyer uses commercially reasonable and good faith efforts to collect such accounts receivable. The reserve for doubtful accounts, if any, set forth in the Financial Statements is accurate. Except as set forth on Schedule 5.26. Seller maintains no inventory, finished goods, raw materials, work in progress, packaging, parts or other inventories in the Focus Factor Business. All such inventory set forth on Schedule 5.26. whether or not reflected in the Financial Statements, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All such inventory is owned by Seller free and clear of all Liens, and no such inventory is held on a consignment basis. The quantities of each such item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of Seller.
Accounts Receivable; Inventories. The accounts receivable of the Company are valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services or other business transactions in the Ordinary Course of Business, and are not subject to valid defenses, set-offs or counterclaims. The allowances for collection losses associated with such accounts receivable reflected on the Company’s books have been determined in accordance with GAAP and are consistent with past practice. The inventories reflected on the Most Recent Balance Sheet and held by the Company on the date hereof do not include any items that are not usable or saleable in the Ordinary Course of Business of the Company or are obsolete or discontinued items. Such inventories have been reflected on the Most Recent Balance Sheet at the lower of cost or market value (taking into account the usability or salability thereof) in accordance with GAAP. Since the date of the Most Recent Balance Sheet, inventories of raw materials, supplies and products have been purchased by the Company in the Ordinary Course of Business, and the volumes of purchases thereof and orders therefor have not been materially changed in anticipation of the transactions contemplated by this Agreement. The Selling Stockholders do not have any Knowledge of any conditions materially affecting the supply of materials or products available to the Company, and, to the Knowledge of the Selling Stockholders, the consummation of the transactions contemplated hereby will not adversely affect any such supply.
Accounts Receivable; Inventories. 15 2.12. Absence of Changes............................................... 16 2.13. Litigation....................................................... 16 2.14. No Violation of Law.............................................. 17 2.15. Intangibles/Inventions........................................... 17 2.16.
Accounts Receivable; Inventories. The accounts and notes receivable which are reflected on the Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the respective amount of the allowances for doubtful accounts and notes receivable, if any, reflected thereon, and are not subject to offsets other than in the ordinary course of business. The accounts and notes receivable of Inventory which were added after May 31, 1997, are good and collectible in the ordinary course of business, less the amount of the allowance(s) for doubtful accounts and notes receivable, if any, reflected thereon (which allowances were established on a basis consistent with prior practice), and are not subject to offsets other than in the ordinary course of business. The inventories reflected on the Balance Sheet and thereafter added consist of items of a quality and quantity usable or saleable in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and not readily marketable items, all of which have been written down to net realizable value or adequately reserved against on the books and records of Inventory. All inventories are stated at the lower of cost or market in accordance with generally accepted accounting principles.
