Common use of Accounts Receivable; Inventories Clause in Contracts

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. The accounts receivable of the Corporation reflected in the Financial Statements Statements, the Closing Date Balance Sheet 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) Statements, the Closing Date Balance Sheet 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 itemsat normal margins (without discount therefrom) except to the extent reserved against on the Financial Statements and the Closing Date Balance Sheet. 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 Statementsaccordance 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 historical anticipated 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. 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 "Mortgages receivable" of each of the Corporation Companies reflected in the Financial Statements and such additional accounts receivable as are reflected on the books of the Corporation on the date hereof Companies 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 setoffs or counterclaims. Not more than 2% of the "The inventories Inventory of Real Estate Held for Sale" reflected on the Financial Statements (net of reserves) and held by the Corporation on the date hereof do not include any material amount of represents items which are not or will not be usable or saleable in the ordinary course of business of the Corporation or are obsolete or discounted itemsLxxxxxx Entities. Such inventories "Inventory of Real Estate Held for Sale" have been reflected on such balance sheets at the lower of cost or market value (taking into account the usability or salability saleability thereof), in accordance with GAAP. All such inventories "Inventory of Real Estate Held for Sale" are owned free and clear and are is not subject to any Lien or encumbrance 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. The accounts receivable of the Corporation reflected in the Financial Statements and such additional accounts receivable as are Richfield reflected on the books of the Corporation Schedule 2.26 attached hereto 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 statement of assets and liabilities included in the Financial Statements (net of reserves) Statements, and the inventories held by the Corporation Richfield on the date hereof hereof, (i) 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 Richfield, and (ii) have been reflected on such balance sheets statement of assets and liabilities at the lower of cost or market 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 DateDecember 31, 1995, inventories of raw materials and supplies have been purchased by Richfield in the Corporation ordinary course of business, consistent with historical anticipated 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. 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 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 absolute 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), 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 historical anticipated 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. 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 receivable of the Corporation DAP reflected in the Financial Statements and such additional accounts receivable as are reflected on the books of the Corporation DAP 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 balance sheets included in the Financial Statements (net of reserves) Statements, and the inventories held by the Corporation DAP on the date hereof hereof, (i) 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 DAP, and (ii) have been reflected on such balance sheets at the lower of cost or market 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 Statement DateStatements, inventories of raw materials and supplies have been purchased by DAP in the Corporation ordinary course of business, consistent with historical anticipated 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. 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 Corporation reflected in the Financial Statements and such additional accounts receivable as are Companies reflected on the books of the Corporation SCHEDULE 2.26 attached hereto on the date hereof are good and to collectible in the knowledge ordinary course of business consistent with past practices of the Corporation collectible except to Companies regarding the extent reserved against thereon (which reserves have been determined based upon actual prior experience and are consistent with prior practices)collection of accounts receivable. All such 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 counterclaimscounterclaims (except those in the ordinary course of business consistent with past practices). The inventories reflected on the balance sheets included in the Financial Statements (net of reserves) Statements, and the inventories held by the Corporation Companies on the date hereof hereof, (i) 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 Companies, and (ii) have been reflected on such balance sheets at the lower of cost or market 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 DateDecember 31, 1996, inventories of raw materials and supplies have been purchased by the Corporation Companies in the ordinary course of business, consistent with historical anticipated 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. 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.

Accounts Receivable; Inventories. The accounts receivable of the Corporation Thane reflected in the Thane Financial Statements and such additional accounts receivable as are reflected on the books of the Corporation Thane on the date hereof are current, 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 GAAP and are consistent with prior practices). All such accounts receivable 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, deductions, set-offs or counterclaims. The inventories reflected on the Thane Financial Statements (net of reserves) and held by the Corporation Thane 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 Thane 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)) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, Thane 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 Thane 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. The accounts receivable of the Corporation reflected in the Corporation Financial Statements and such additional accounts receivable as are reflected on the books of the Corporation on the date hereof are current, 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 GAAP and are consistent with prior practices). All such accounts receivable 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, deductions, set-offs or counterclaims. The inventories reflected on the Corporation 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)) in accordance with GAAP. None of such inventories have been written up in value or repurchased by, or returned to, the Corporation 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 Corporation 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. The accounts receivable of the Corporation reflected in the Financial Statements and such additional accounts receivable as are each Unipath Entity reflected on the books of the Corporation Schedule 2.25 attached hereto 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 practicespractice). 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 balance sheets included in the Financial Statements (net of reserves) Statements, and the inventories held by the Corporation each Unipath Entity on the date hereof hereof, (i) 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 each Unipath Entity, and (ii) have been reflected on such balance sheets at the lower of cost or market 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 DateJune 30, 1997, inventories and supplies have been purchased by each Unipath Entity in the Corporation ordinary course of business, consistent with historical anticipated 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.