Common use of Accounts Receivable; Inventories Clause in Contracts

Accounts Receivable; Inventories. The accounts and notes receivable which are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheets, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated at the lower of cost or market.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and notes the accounts receivable which aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the Final Closing Balance Sheet books of Seller on the date hereof, are good (except to the extent reserved in accordance with GAAP) valid, genuine and collectible in the ordinary course subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business at the aggregate recorded amounts thereoftransactions and to Seller's Knowledge, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice)deductions, and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited Unaudited Financial Statements and Unaudited Balance Sheets, and thereafter added, as reflected held by Seller on the Closing Date Balance Sheetdate hereof, consist net of items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) reserves therefor in the ordinary course of businessaccordance with GAAP, 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not are usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried Business. Such inventories have been reflected on the Final Closing Balance Sheet. All inventories not written off are stated Unaudited Financial Statements at the lower of cost or marketmarket 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. The accounts receivable of the Corporation reflected in the Financial Statements, the Closing Date Balance Sheet and notes such additional accounts receivable which as are reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount books of the allowance for doubtful accounts reflected thereonCorporation on the date hereof (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 offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited and Unaudited Balance SheetsFinancial Statements, and thereafter added, as reflected on the Closing Date Balance Sheet, consist of items of a quality Sheet and quantity usable or saleable within one year (except as set forth on Schedule 5.7) in held by 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 Corporation on the books and records of the Company. To the extent there is inventory date hereof do not listed on Schedule 5.7 of a quality and quantity include any items which are not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell the Corporation at normal margins (without discount therefrom) except to the extent reserved against on the Financial Statements and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Date Balance Sheet. All Such inventories not written off are stated have been reflected on such balance sheets at the lower of cost or marketmarket value (taking into account the usability or salability thereof), in accordance with GAAP. Since the Financial Statement Date, inventories of raw materials and supplies have been purchased by the Corporation only in the ordinary course of 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 2.24 hereto, the Corporation is not aware of any material adverse conditions affecting the supply of materials available to the Corporation, and, to the knowledge of the Corporation, the consummation of the transactions contemplated hereby will not materially adversely affect any such supply or replacement supply of a similar product.

Accounts Receivable; Inventories. The accounts receivable of DAP reflected in the Financial Statements and notes such additional accounts receivable which as are reflected on the Final Closing Balance Sheet books of DAP on the date hereof are good and collectible in except to the ordinary course 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 at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, transactions and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited and Unaudited Balance Sheetsbalance sheets included in the Financial Statements, and thereafter added, as reflected the inventories held by DAP on the Closing Date Balance Sheetdate hereof, consist of (i) do not include any items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity are not usable or saleable in the ordinary course of business within one yearof DAP, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase (ii) have been reflected on such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated balance sheets at the lower of cost or marketmarket value (taking into account the usability or salability thereof), in accordance with GAAP. All such inventories are owned free and clear and are not subject to any Lien (other than the Lien as a result of the indebtedness under the Loan Agreement set forth on Schedule 2.12 hereto), except to the extent reserved against or reflected in the Financial Statements. Since the date of the Financial Statements, inventories of raw materials and supplies have been purchased by DAP in the ordinary course of 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. DAP is not aware of any material adverse conditions affecting the supply of materials available to DAP, and, to the best knowledge of DAP, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of the Company are valid and notes receivable which are reflected on the Final Closing Balance Sheet are good genuine, have arisen solely out of bona fide sales and collectible deliveries of goods, performance of services or other business transactions in the ordinary course Ordinary Course of business at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereonBusiness, and are not subject to offsetsvalid defenses, set-offs or counterclaims; provided that, without limiting the representation made in the following sentence, neither Selling Stockholder makes any representation or warranty regarding the collectibility of any such account receivable. The allowances for collection losses associated with such accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet Company's books have been determined in accordance with GAAP and are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior past practice), and are not subject to offsets. The inventories reflected on the Audited Most Recent Balance Sheet and Unaudited Balance Sheets, and thereafter added, as reflected held by the Company on the Closing Date Balance Sheet, consist of date hereof do not include any items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity that are not usable or saleable in the ordinary course Ordinary Course of business within one year, in lieu Business of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried Company or are obsolete or discontinued items. Such inventories have been reflected on the Final Closing Most Recent Balance Sheet. All inventories not written off are stated Sheet at the lower of cost or marketmarket 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 materially adversely affect any such supply.

Accounts Receivable; Inventories. The accounts and notes receivable which are of Richfield reflected on Schedule 2.26 attached hereto on the Final Closing Balance Sheet date hereof are good and collectible in consistent with prior practices. All such accounts receivable (except to the ordinary course 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 at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, transactions and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited statement of assets and Unaudited Balance Sheetsliabilities included in the Financial Statements, and thereafter added, as reflected the inventories held by Richfield on the Closing Date Balance Sheetdate hereof, consist of (i) do not include any items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity are not usable or saleable in the ordinary course of business within one yearof Richfield, in lieu and (ii) have been reflected on such statement of a claim for indemnification, Buyer shall sell assets and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated liabilities at the lower of cost or marketmarket value (taking into account the usability or salability thereof), in accordance with GAAP. 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 December 31, 1995, inventories of raw materials and supplies have been purchased by Richfield in the ordinary course of 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. Richfield is not aware of any material adverse conditions affecting the supply of materials available to Richfield, and, to the best knowledge of Richfield, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Financial Statements and notes such additional accounts receivable which as are reflected on the Final Closing Balance Sheet books of Seller on the date hereof are current, good and collectible in collectible, except to the ordinary course extent reserved against thereon (which reserves have been determined based upon actual prior experience and GAAP 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 at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, transactions and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice)deductions, and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited Financial Statements and Unaudited Balance Sheets, and thereafter added, as reflected held by Seller on the Closing Date Balance Sheet, consist of date hereof do not include any items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity are not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase Seller or are obsolete or discontinued items. Such inventories have been reflected on such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated balance sheets at the lower of cost or marketmarket 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 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, neither Seller nor any Shareholder has any Knowledge of any conditions affecting the supply of materials or products available to Seller, and, to the Knowledge of Seller and the Shareholders, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of Seller reflected in the Unaudited Financial Statements and notes the accounts receivable which aging report set forth in Schedule 5.21, as well as such additional accounts receivable as are reflected on the Final Closing Balance Sheet books of Seller on the date hereof are good (except to the extent reserved in accordance with GAAP, valid, genuine and collectible in the ordinary course subsisting, arise out of bona fide sales and deliveries of goods, performance of services or other business at the aggregate recorded amounts thereoftransactions and to Seller’s Knowledge, less the amount of the allowance for doubtful accounts reflected thereon, and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice)deductions, and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited Unaudited Financial Statements and Unaudited Balance Sheets, and thereafter added, as reflected held by Seller on the Closing Date Balance Sheetdate hereof, consist net of items of a quality and quantity reserves therefor in accordance with GAAP are usable for sale or saleable within one year (except as set forth on Schedule 5.7) regrind 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 Business. Such inventories have been written down to net realizable value or adequately reserved against reflected on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated Unaudited Financial Statements at the lower of cost or marketmarket 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. The accounts receivable of the Sellers reflected in the Financial State­ments and notes such additional accounts receivable which as are reflected on the Final Closing Balance Sheet books of the Sellers on the date hereof and included in the Acquired Assets are current, good and collectible in except to the ordinary course extent reserved against thereon (which reserves have been determined based upon actual prior experience and GAAP 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 at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, transactions and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected defenses, and, except as set forth in Schedule 2.21 hereto, deductions, setoffs or counterclaims and, except as set forth in Schedule 2.21 hereto, do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsetsuncompleted projects. The inventories reflected on the Audited Financial Statements and Unaudited Balance Sheets, and thereafter added, as reflected held by the Sellers on the Closing Date Balance Sheet, consist of items of a quality date hereof and quantity usable or saleable within one year (except as set forth on Schedule 5.7) included in the ordinary course of business, except for obsolete materials, slow-moving items, materials of below standard quality and Acquired Assets do not readily marketable items, all of include any items which have been written down to net realizable value or adequately reserved against on the books and records of the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity are not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase Sellers or are obsolete or discounted items. Such inventories have been reflect­ed on such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated balance sheets at the lower of cost or marketmarket 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, a Seller at an increased value. Except as set forth in Schedule 2.21 hereto, 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 and supplies have been purchased by the Sellers in the ordinary course of 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 2.21 hereto, no Seller is aware of any material adverse conditions affecting the supply of materials available to the Seller, and, to the best knowledge of the Seller, the consummation of the transactions contemplated hereby will not adversely affect any such supply.

Accounts Receivable; Inventories. The accounts receivable of the -------------------------------- Corporation reflected in the Financial Statements and notes such additional accounts receivable which as are reflected on the Final Closing Balance Sheet books of the Corporation on the date hereof are good and collectible in except to the ordinary course 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 at the aggregate recorded amounts thereof, less the amount of the allowance for doubtful accounts reflected thereon, transactions and are not subject to offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible in the ordinary course of business at the aggregate amounts recorded in its books of accountdefenses, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practice), and are not subject to offsetsset-offs or counterclaims. The inventories reflected on the Audited Financial Statements and Unaudited Balance Sheets, and thereafter added, as reflected held by the Corporation on the Closing Date Balance Sheet, consist of date hereof do not include any items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity are not usable or saleable in the ordinary course of business within one year, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase Corporation or are absolute or discounted items. Such inventories have been reflected on such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated balance sheets at the lower of cost or marketmarket value (taking into account the usability or salability thereof), in accordance with GAAP. 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 and supplies have been purchased by the Corporation in the ordinary course of 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. The Corporation is not aware of any material adverse conditions affecting the supply of materials available to the Corporation, and, to the Knowledge of the Corporation, the consummation of the transactions contemplated hereby will not adversely affect any such supply. The Corporation does not have any agreements or obligations to regarding trade credits, allowances, rebates or similar agreements, except for any reflected on the Financial Statements.

Accounts Receivable; Inventories. The accounts and notes receivable which are of the Companies reflected on SCHEDULE 2.26 attached hereto on the Final Closing Balance Sheet date hereof are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, less the amount consistent with past practices of the allowance for doubtful Companies regarding the collection of accounts reflected thereonreceivable. Such accounts receivable 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 offsets. The accounts and notes receivable of the Company which were thereafter added and which will be reflected on the Final Closing Balance Sheet are good and collectible defenses, set-offs or counterclaims (except those in the ordinary course of business at the aggregate amounts recorded in its books of account, less the amount of the allowance for doubtful accounts reflected thereon (which allowance was established on a basis consistent with prior practicepast practices), and are not subject to offsets. The inventories reflected on the Audited and Unaudited Balance Sheetsbalance sheets included in the Financial Statements, and thereafter added, as reflected the inventories held by the Companies on the Closing Date Balance Sheetdate hereof, consist of (i) do not include any items of a quality and quantity usable or saleable within one year (except as set forth on Schedule 5.7) 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 the Company. To the extent there is inventory not listed on Schedule 5.7 of a quality and quantity are not usable or saleable in the ordinary course of business within one yearof the Companies, in lieu of a claim for indemnification, Buyer shall sell and the Selling Shareholders shall purchase (ii) have been reflected on such items of inventory at the value carried on the Final Closing Balance Sheet. All inventories not written off are stated balance sheets at the lower of cost or marketmarket value (taking into account the usability or salability thereof), in accordance with GAAP. 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 December 31, 1996, inventories of raw materials and supplies have been purchased by the Companies in the ordinary course of 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. The Companies are not aware of any material adverse conditions affecting the supply of materials available to the Companies, and, to the best knowledge of the Companies, the consummation of the transactions contemplated hereby will not adversely affect any such supply.