Common use of Accounts Receivable; Inventories Clause in Contracts

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. All (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Company and its Subsidiaries and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to the Closing Date. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) all such Accounts Receivable arose in the ordinary course Ordinary Course of the Business. Except to the extent reserved of the allowance for doubtful accounts on the books Balance Sheet, the Accounts Receivable are fully collectible and records of the Businessno Account Receivable is subject to any counterclaim, all Inventory of the Business (i) is set-off, defense, security interest, claim, or other encumbrance, in goodeach case, 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) isthe terms of the applicable Contract. No agreement for deduction, in the case of finished free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company and its Subsidiaries have not invoiced or otherwise charged any of a quality and quantity saleable its respective customers for amounts in the ordinary course excess of the Business andamounts that such customer had theretofore agreed to pay for the good and services provided to it by the Company or its Subsidiaries. The Accounts Receivable do not include any amounts that represent invoices for products or services not yet delivered or rendered, unless such amount was billed in accordance with the case terms of all other Inventory the respective customer contractual agreement and such amount has a corresponding amount that is recorded in deferred revenue on the Balance Sheet. All amounts billed by the Company and each of its Subsidiaries have been billed in accordance with the terms of the respective customer contractual agreement and are collectible in accordance with such terms. All asserted penalties and incurred but not yet asserted penalties under such customer contractual agreements that may be assessed have reduced the Accounts Receivable and the deferred revenue balance as of the Closing Date. (b) The inventories of the Company and/or its Subsidiaries are of a quality and quantity useable and saleable in the ordinary course 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, subject to appropriate and adequate allowances reflected on the reserve Financial Statements for Inventory obsolescence contained obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in the Balance Sheet fairly reflects the amount of obsolete Inventory as of the Balance Sheet Date, accordance with GAAP 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 manner consistent with the past practices practice of the BusinessCompany. Except for Inventory in transit to Parent from its suppliers, all Inventory is located at the premises None 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 inventory of the normal, ordinary and usual requirements Company any of its businessSubsidiaries is held on consignment, or were made at otherwise, by third parties. Schedule 2.11(b)(i) through (iv) sets forth (i) any price in excess off-balance sheet inventory that is held as safety stock and owned by a supplier of any of the then current market priceCompany or its Subsidiaries which has not yet been delivered to the Company or its Subsidiary, or contain terms and conditions more onerous than those usual and customary in the conduct (ii) any inventory held by a reseller of any of the BusinessCompany or its Subsidiaries which may be returned or put back to any of the Company or its Subsidiaries if unsold by such reseller; (iii) any consignment inventory; and (iv) any purchase volume commitments that obligate the Company or any of its Subsidiaries.

Accounts Receivable; Inventories. All (a) Schedule 4.29(a) of the Company Disclosure Schedule lists all accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Company and its Subsidiaries, together with an aging schedule indicating a range of days elapsed since being invoiced. All of the accounts receivable of the Company and its Subsidiaries arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, and will be good and collectible in full within the Business. Except later to occur of (i) 30 days after the Closing Date and (ii) 90 days after the day on which it first becomes due and payable, except to the extent reserved of any reserve for uncollectible accounts receivable set forth on the books and records Company’s consolidated financial statements. No Person has any Lien on any accounts receivable of the Business, all Inventory Company or any of its Subsidiaries and no request or agreement for deduction or discount has been made with respect to any accounts receivable of the Business Company or any of its Subsidiaries. (ib) is in good, merchantable and useable condition, (ii) is reflected in All items of inventory of 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, Company are of a quality and quantity saleable usable and, with respect to finished goods, salable in the ordinary course of business of the Business andCompany, except for items of inventory that are slow moving, obsolete, damaged, defective or below-standard quality, all of which have been or will be written off or written down to net realizable value on the accounting records or financial statements of the Company in accordance with GAAP as consistently applied in accordance with the Company’s past custom and practices. The values at which such inventories are carried reflect the inventory valuation policy of the Company, which is in accordance with GAAP as consistently applied in accordance with the Company’s past custom and practices. The quantities of each item of inventory are not excessive but are reasonable in the case present circumstances of all other Inventory is the Company’s business. Since the date of a quality and quantity useable the Company Balance Sheet Date, the Company has continued to replenish inventories in the ordinary course of the Business. The Inventory obsolescence policies of the Business are appropriate for the nature of the products sold business 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 at 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 cost not exceeding market prices prevailing 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.time of

Accounts Receivable; Inventories. All (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Company and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”), are valid and subsisting, and except as set forth on Schedule 2.11(a), all such Accounts Receivable arose in the ordinary course Ordinary Course of the Business. Except to the extent reserved of the allowance for doubtful accounts on the books Balance Sheet, the Accounts Receivable are fully collectible and records no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company has not invoiced or otherwise charged any of its respective customers for amounts in excess of the Business, all Inventory amounts that such customer had theretofore agreed to pay for the goods and services provided to it by the Company. (b) The inventories 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 Company are of a quality and quantity useable and saleable in the ordinary course 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, subject to appropriate and adequate allowances reflected on the reserve Financial Statements for Inventory obsolescence contained obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in the Balance Sheet fairly reflects the amount of obsolete Inventory as of the Balance Sheet Date, accordance with GAAP 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 manner consistent with the past practices practice of the BusinessCompany. Except for Inventory in transit to Parent from its suppliers, all Inventory is located at the premises None 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 inventory of the normal, ordinary and usual requirements of its businessCompany is held on consignment, or were made at any price in excess otherwise, by third parties. Set forth on Schedule 2.11(b) is a list (including location) of all the inventories and demonstration equipment of the then current market priceCompany, or contain terms and conditions more onerous than those usual and customary in the conduct each as of the Businessend of the last completed calendar month prior to the date hereof.

Accounts Receivable; Inventories. All (a) Set forth in Section 3.10(a) of the Sellers’ Disclosure Schedule are a list of all the accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Corporation and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, “Accounts Receivable”) are valid and subsisting, and except as set forth in Section 3.10(a) of the Sellers’ Disclosure Schedule all such Accounts Receivable arose in the ordinary course of the Businessbusiness consistent with past practice. Except to the extent reserved of the allowance for doubtful accounts on the books Corporation Balance Sheet, 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 Accounts Receivable arising since the date of the Corporation Balance Sheet, to the extent of an allowance for doubtful accounts which is not greater than the rate reflected on the Corporation Balance Sheet and except for matters set fort in Section 3.10(a) of Sellers’ Disclosure Schedule, the invoiced Accounts Receivable are fully collectible as of the Closing Date and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other Encumbrance. For greater certainty, an invoiced Account Receivable will be considered fully collectible as of the Closing Date even if the debtor pursuant thereto becomes insolvent after the Closing Date causing such debtor to default on its obligations if such insolvency was not reasonably foreseeable on such date. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth in 3.10(a) of the Sellers’ Disclosure Schedule. The Corporation has not invoiced or otherwise charged any of its customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Corporation. Except as set forth in Section 3.10(a) of the Sellers’ Disclosure Schedule, the Accounts Receivable do not include any amounts that represent invoices for products or services not yet delivered or rendered, unless such amount was billed in accordance with the terms of the respective customer contractual agreement and such amount has a corresponding amount that is recorded in deferred revenue on the Corporation Balance Sheet. All amounts billed by the Corporation have been billed in accordance with the terms of the respective customer Contracts and are collectible in accordance with such terms. All penalties incurred under such customer Contracts (whether or not assessed) have reduced the Accounts Receivable and the deferred revenue balance as of the Closing Date. (b) The inventories of the Corporation are of a quality and quantity useable and 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 business consistent with past practice, subject to appropriate and adequate allowances reflected on the levels Corporation Financial Statements for obsolete, excess, slow-moving, lower of the same historically maintained by the Business recognizing that such levels will vary from time to time cost or market and other reserves required under GAAP. Such allowances have been calculated in accordance with GAAP and in a manner consistent with the past practices practice of the BusinessCorporation. Except for Inventory in transit to Parent from its suppliers, all Inventory is located at the premises None 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 inventory of the normal, ordinary and usual requirements of its businessCorporation is held on consignment, or were made at any price in excess otherwise, by third parties. Section 3.10(b) of the then current market price, or contain terms Sellers’ Disclosure Schedule sets forth any (i) off-balance sheet inventory that is held as safety stock and conditions more onerous than those usual and customary in the conduct owned by a supplier of the BusinessCorporation which has not yet been delivered to the Corporation, (ii) inventory held by a reseller of any of the Corporation which may be returned or put back to the Corporation if unsold by such reseller, (iii) consignment inventory, and (iv) purchase volume commitments that obligate the Corporation.

Accounts Receivable; Inventories. All (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Company and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to Closing Date. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) all such Accounts Receivable arose in the ordinary course Ordinary Course of the Business. Except to the extent reserved of the allowance for doubtful accounts on the books Balance Sheet, the Accounts Receivable are fully collectible and records no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company have not invoiced or otherwise charged any of its respective customers for amounts in excess of the Business, all Inventory amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Company. (b) The inventories 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 Company are of a quality and quantity useable and saleable in the ordinary course 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, subject to appropriate and adequate allowances reflected on the reserve Financial Statements for Inventory obsolescence contained obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in the Balance Sheet fairly reflects the amount of obsolete Inventory as of the Balance Sheet Date, accordance with GAAP 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 manner consistent with the past practices practice of the BusinessCompany. Except for Inventory in transit to Parent from its suppliers, all Inventory is located at the premises None 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 inventory of the normal, ordinary and usual requirements of its businessCompany is held on consignment, or were made at any price in excess otherwise, by third parties. Set forth on Schedule 2.11(b) is a list of all the inventories of the then current market priceCompany, or contain terms and conditions more onerous than those usual and customary in the conduct each as of the Businessend of the last completed calendar month prior to the date hereof and the end of the last completed calendar month prior to the Closing Date.

Accounts Receivable; Inventories. All (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Company and its Subsidiaries and an aging Schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”), are valid and subsisting, and except as set forth on Schedule 2.11(a), all such Accounts Receivable arose in the ordinary course 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 allowance for doubtful accounts on the Balance Sheet with respect to the Accounts Receivable on Schedule 2.11(a) and will be reflected in except to the Valuation Date extent of the allowance for doubtful accounts on the Closing Balance Sheet at with respect to the lower of cost Accounts Receivable on the Closing Date, the Accounts Receivable are fully collectible, and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or market in accordance with generally accepted accounting principles and (iii) isother encumbrance. No agreement for deduction, in the case of finished free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). Except as set forth on Schedule 2.11(a)-1, the Company and its Subsidiaries have not invoiced or otherwise charged any of a quality and quantity saleable its respective customers for amounts in the ordinary course excess of the Business andamounts that such customer had theretofore agreed to pay for the goods and services provided or to be provided to it by the Company or its Subsidiaries, in except for shipping and handling fees associated with the case goods and services provided. (b) The inventories of all other Inventory is the Company and/or its Subsidiaries are of a quality and quantity useable and saleable in the ordinary course 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, subject to appropriate and adequate allowances reflected on the reserve Financial Statements for Inventory obsolescence contained obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in the Balance Sheet fairly reflects the amount of obsolete Inventory as of the Balance Sheet Date, accordance with GAAP 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 manner consistent with the past practices practice of the BusinessCompany. Except for Inventory in transit to Parent from its suppliersas set forth on Schedule 2.11(b), all Inventory is located at the premises none of the Businessinventory of the Company or any of its Subsidiaries is held on consignment, or otherwise, by third parties. Since Set forth on Schedule 2.11(b) is a list (including location) of all the inventories of the Company and its Subsidiaries, as of the date of 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 BusinessSheet.

Accounts Receivable; Inventories. All (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the Business have arisen from bona fide transactions by Parent or MedSurg Company and an aging schedule relating thereto, each as of the end of the last completed calendar month prior to the date hereof and as of the end of the last completed calendar month prior to Closing Date. Such accounts receivable and any accounts receivable arising between such date and the Closing Date (collectively, the “Accounts Receivable”) are valid and subsisting, and except as set forth on Schedule 2.11(a) all such Accounts Receivable arose in the ordinary course Ordinary Course of the Business. Except to the extent reserved of the allowance for doubtful accounts on the books Balance Sheet, the Accounts Receivable are fully collectible and records no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. No agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any Account Receivable except as set forth on Schedule 2.11(a). The Company have not invoiced or otherwise charged any of its respective customers for amounts in excess of the Business, all Inventory amounts that such customer had theretofore agreed to pay for the good and services provided to it by the Company. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION (b) The inventories 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 Company are of a quality and quantity useable and saleable in the ordinary course 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, subject to appropriate and adequate allowances reflected on the reserve Financial Statements for Inventory obsolescence contained obsolete, excess, slow-moving, lower of cost or market and other reserves required under GAAP. Such allowances have been calculated in the Balance Sheet fairly reflects the amount of obsolete Inventory as of the Balance Sheet Date, accordance with GAAP 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 manner consistent with the past practices practice of the BusinessCompany. Except for Inventory in transit to Parent from its suppliers, all Inventory is located at the premises None 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 inventory of the normal, ordinary and usual requirements of its businessCompany is held on consignment, or were made at any price in excess otherwise, by third parties. Set forth on Schedule 2.11(b) is a list of all the inventories of the then current market priceCompany, or contain terms and conditions more onerous than those usual and customary in the conduct each as of the Businessend of the last completed calendar month prior to the date hereof and the end of the last completed calendar month prior to the Closing Date.

Accounts Receivable; Inventories. All (a) Except as set forth on Schedule 3.19(a), the accounts receivable of the Business have arisen from Company, including the accounts receivable reflected on the Balance Sheet and accounts receivable acquired by the Company between the Balance Sheet Date and the Closing Date, are valid and existing and represent bona fide transactions by Parent claims against debtors for sales and other charges, and were acquired in the ordinary course of business and have been collected, or MedSurg are expected to be collected in the ordinary course of business within a period not exceeding 90 days from invoice date, in full and in accordance with their terms at their recorded amounts, subject only to the reserve for receivables as reflected on the face of the Balance Sheet, and (subject to the aforesaid reserves) are subject to no refunds, discounts (except for normal cash and immaterial trade discounts) or other adjustments and, to the best knowledge of the Company, to no defenses, rights of setoff, counterclaims, encumbrances or conditions affecting any thereof. The accounts receivable have been accrued on the books of the Company in the ordinary course of business consistent with past practices in accordance with GAAP, and the amount reserved for doubtful accounts and allowances disclosed in the Balance Sheet or accrued on such books is consistent with past practices. (b) Schedule 3.19(b) sets forth a detailed list of all inventory of the Company. All of the inventories that are reflected in Schedule 3.19(b) (i) were purchased or acquired in the ordinary course of the Business. Except to Company's business and in a manner consistent with the extent reserved on the books and records regular inventory practices of the Business, all Inventory of the Business (i) is in good, merchantable and useable conditionCompany, (ii) is reflected have been or will be used or sold in the Balance Sheet ordinary course of business and in a manner consistent with its regular inventory practices, (iii) are not in excess of the Company's reasonable requirements, and (iv) are or will be reflected in the Valuation Date Balance Sheet at the lower of cost or market Company's financial statements 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 BusinessGAAP consistently applied. Since the Balance Sheet Date, Parent has continued to replenish due provision was made on the Inventory books of the Company in a normal and customary manner the ordinary course of business consistent with prior practice. No purchase commitments past practices to provide for all slow-moving, obsolete or unusable inventories to their estimated useful or scrap values and such inventory reserves are adequate to provide for such slow-moving, obsolete or unusable inventory and inventory shrinkage. (c) Except as disclosed on Schedule 3.19(b), the inventory does not consist of Parent any damaged or obsolete inventory or inventory not fit for use in the ordinary course of business, including without limitation (i) raw materials or work-in-process that are not used in excess current formulations of the normalCompany's products, ordinary and usual requirements (ii) any raw materials or work-in-process that, according to the production schedule of its the business, would not reasonably be expected to be used within six months after the Closing Date or, if earlier, the end of such raw material's or were made at work-in-process' useful life, (iii) any price in excess of the then current market pricefinished goods that represent products returned prior to November 1, or contain terms and conditions more onerous than those usual and customary 1996, (iv) any finished goods for which no sales are forecast in the conduct Company's sales plan, (v) any finished goods not salable in the ordinary course of business at the BusinessCompany's published prices without additional manufacturing or packaging cost, (vi) any finished goods that are "remnant", and (vii) any raw materials, work-in-process or finished goods that, as a result of any judgment, order, decree or settlement relating to product labeling or otherwise, may not be used in current product formulation. All inventory has been stored, shipped and otherwise handled in compliance in all material respects with all applicable federal and state law, rules and regulations (including, without limitation those promulgated by the U.S. Food and Drug Administration ("FDA")).

Accounts Receivable; Inventories. All (a) Except as set forth on Schedule 3.19(a), the accounts receivable of the Business have arisen from Company, including the accounts receivable reflected on the Balance Sheet and accounts receivable acquired by the Company between the Balance Sheet Date and the Closing Date, are valid and existing and represent bona fide transactions by Parent claims against debtors for sales and other charges, and were acquired in the ordinary course of business and have been collected, or MedSurg are expected to be collected in the ordinary course of business within a period not exceeding ninety (90) days from invoice date, in full and in accordance with their terms at their recorded amounts, subject only to the reserve for receivables as reflected on the face of the Balance Sheet, and (subject to the aforesaid reserves) are subject to no refunds, discounts (except for normal cash and immaterial trade discounts) or other adjustments and, to the best knowledge of Stockholder, to no defenses, rights of setoff, counterclaims, encumbrances or conditions affecting any thereof. The accounts receivable have been accrued on the books of the Company in the ordinary course of business consistent with past practices in accordance with GAAP, and the amount reserved for doubtful accounts and allowances disclosed in the Balance Sheet or accrued on such books is consistent with past practices. (b) Schedule 3.19(b) sets forth a detailed list of all inventory of the Company. All of the inventories that are reflected in Schedule 3.19(b) (i) were purchased or acquired in the ordinary course of the Business. Except to Company's business and in a manner consistent with the extent reserved on the books and records regular inventory practices of the Business, all Inventory of the Business (i) is in good, merchantable and useable conditionCompany, (ii) is reflected have been or will be used or sold in the Balance Sheet ordinary course of business and in a manner consistent with its regular inventory practices, (iii) are not in excess of the Company's reasonable requirements, and (iv) are or will be reflected in the Valuation Date Balance Sheet at the lower of cost or market Company's financial statements 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 BusinessGAAP consistently applied. Since the Balance Sheet Date, Parent has continued to replenish due provision was made on the Inventory books of the Company in a normal and customary manner the ordinary course of business consistent with prior practice. No purchase commitments past practices to provide for all slow-moving, obsolete or unusable inventories to their estimated useful or scrap values and such inventory reserves are adequate to provide for such slow-moving, obsolete or unusable inventory and inventory shrinkage. (c) Except as disclosed on Schedule 3.19(b), the inventory does not consist of Parent any damaged or obsolete inventory or inventory not fit for use in the ordinary course of business, including without limitation (i) raw materials or work-in-process that are not used in excess current formulations of the normalCompany's products, ordinary and usual requirements (ii) any raw materials or work-in-process that, according to the production schedule of its the business, would not reasonably be expected to be used within six months after the Closing Date or, if earlier, the end of such raw material's or were made at work-in-process' useful life, (iii) any price in excess of the then current market pricefinished goods that represent products returned prior to April 1, or contain terms and conditions more onerous than those usual and customary 2000, (iv) any finished goods for which no sales are forecast in the conduct Company's sales plan, (v) any finished goods not salable in the ordinary course of business at the BusinessCompany's published prices without additional manufacturing or packaging cost, (vi) any finished goods that are "remnant", and (vii) any raw materials, work-in-process or finished goods that, as a result of any judgment, order, decree or settlement relating to product labeling or otherwise, may not be used in current product formulation. All inventory has been stored, shipped and otherwise handled in compliance in all material respects with all applicable federal and state law, rules and regulations (including, without limitation those promulgated by the U.S. Food and Drug Administration ("FDA")).

Accounts Receivable; Inventories. All (a) Except as set forth on the Sellers' Disclosure Schedules, the accounts receivable of the Business, including the accounts receivable reflected on the Balance Sheet and accounts receivable acquired by the Business have arisen from between the date of the Estimated Closing Balance Sheet and the Closing Date, are valid and existing and represent bona fide transactions by Parent or MedSurg claims against debtors for sales and other charges, and were acquired in the ordinary course of business and have been collected, or are expected to be collected in the Business. Except ordinary course of business within a period not exceeding 90 days from invoice date, in full and in accordance with their terms at their recorded amounts, subject only to the extent reserved reserve for receivables as reflected on the face of the Balance Sheet, and (subject to the aforesaid reserves) are subject to no refunds, discounts (except for normal cash and manufacturer's rebates accrued as to the closing date) or other adjustments and, to the best knowledge of the Sellers, to no defenses, rights of setoff, counterclaims, encumbrances or conditions affecting any thereof. The accounts receivable have been accrued on the books and records of the Business, all Inventory of the Business (i) is in goodthe ordinary course of business consistent with past practices in accordance with GAAP, merchantable and useable condition, (ii) is reflected the amount reserved for doubtful accounts and allowances disclosed in the Balance Sheet and will be or accrued on such books is consistent with past practices. (b) The Sellers' Disclosure Schedules set forth a detailed list of all inventory of the Business. All of the inventories that are reflected in the Valuation Date Balance Sheet at the lower of cost Sellers' Disclosure Schedules, (i) were purchased or market in accordance with generally accepted accounting principles and (iii) is, in the case of finished goods, of a quality and quantity saleable acquired in the ordinary course of the Business andand in a manner consistent with the regular inventory practices of the Sellers, in the case of all other Inventory is of a quality and quantity useable (ii) have been or will be used or sold in the ordinary course of the Business. The Inventory obsolescence policies of the Business are appropriate for the nature of the products sold business 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 its regular inventory practices, (iii) are not in excess of the normal, ordinary and usual reasonable 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, and (iv) are or will be reflected in the Financial Statements of the Business in accordance with GAAP consistently applied. Since the date of the Estimated Closing Balance Sheet, due provision was made on the books of the Business in the ordinary course of business consistent with past practices to provide for all slow-moving, obsolete or unusable inventories to their estimated useful values and such inventory reserves are adequate to provide for such slow-moving, obsolete or unusable inventory and inventory shrinkage. (c) Except as disclosed on the Sellers' Disclosure Schedules, the inventory does not consist of any damaged or obsolete inventory or inventory not fit for use in the ordinary course of business, including without limitation (i) any finished goods that represent products returned prior to the Closing Date, (ii) any finished goods for which no sales are forecast in the sales plan of the Business (iii) any finished goods not salable in the ordinary course of business at the published prices of the Business without additional manufacturing or packaging cost, (iv) any finished goods that are "remnant," and (v) any finished goods that, as a result of any judgment, order, decree or settlement relating to product labeling or otherwise, may not be used in current product formulation. All inventory has been stored, shipped and otherwise handled in compliance in all material respects with all applicable federal and state law, rules, and regulations (including, without limitation those promulgated by the FDA).