Common use of Accounts Receivable; Inventories Clause in Contracts

Accounts Receivable; Inventories. (a) Except as set forth in the Stel Balance Sheet, (i) each account receivable of Stel and its Subsidiaries (the "Accounts Receivable") represents a sale made in the ordinary course of business and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Stel and its Subsidiaries have performed all of their obligations to produce the goods or perform the services to which such Accounts Receivable relate, other than amounts recorded as deferred revenue, and (ii) no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustment by the obligor thereof. (b) Subject to amounts reserved therefor on the Stel Balance Sheet, the values at which all inventories are carried on the Stel Balance Sheet reflect the historical inventory valuation policy of Stel and its Subsidiaries set forth in the Stel SEC Reports. Stel and its Subsidiaries have good and marketable title to the inventories free and clear of all liens and encumbrances. The inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving beyond amounts reserved on the Stel Balance Sheet. The inventories do not consist of any items held on consignment. Neither Stel nor any of its Subsidiaries is under any obligation or liability with respect to accepting returns of items of inventory or merchandise in the possession of their customers other than in the ordinary course of business and consistent with past practice. No clearance or extraordinary sale of the inventories has been conducted since the Stel Reference Date. Subject to the amounts reserved therefor on the Stel Balance Sheet, the inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of business consistent with past practice.

Accounts Receivable; Inventories. (a) Except Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the 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 Stel Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, (i) each account receivable of Stel and its Subsidiaries (the "Accounts Receivable") represents a sale made in the ordinary course of business and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Stel and its Subsidiaries have performed all of their obligations to produce the goods or perform the services to which such Accounts Receivable relate, other than amounts recorded as deferred revenue, are fully collectible and (ii) no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment defense, security interest, claim, or other claim encumbrance. No agreement for creditdeduction, allowances 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 its respective customers for amounts in excess of the amounts that such customer had theretofore agreed to pay for the goods and services provided to it by the obligor thereofCompany or its Subsidiaries. (b) Subject The inventories of the Company and/or its Subsidiaries are of a quality and quantity useable and saleable in the Ordinary Course of Business, subject to amounts reserved therefor appropriate and adequate allowances reflected on the Stel Balance Sheet, the values at which all inventories are carried on the Stel Balance Sheet reflect the historical inventory valuation policy of Stel and its Subsidiaries set forth in the Stel SEC Reports. Stel and its Subsidiaries have good and marketable title to the inventories free and clear of all liens and encumbrances. The inventories do not consist of, in any material amount, items that are Financial Statements for obsolete, damaged or excess, slow-moving beyond amounts reserved on moving, lower of 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 Stel Balance Sheetpast practice of the Company. The inventories do not consist None of any items held on consignment. Neither Stel nor the inventory of the Company or any of its Subsidiaries is under any obligation held on consignment, or liability with respect to accepting returns otherwise, by third parties. Set forth on Schedule 2.11(b) is a list (including location) of items of inventory or merchandise in all the possession of their customers other than in the ordinary course of business inventories and consistent with past practice. No clearance or extraordinary sale demonstration equipment of the inventories has been conducted since Company and its Subsidiaries, each as of the Stel Reference Date. Subject end of the last completed calendar month prior to the amounts reserved therefor on date hereof and the Stel Balance Sheet, end of the inventories are in good and merchantable condition in all material respects, are suitable and usable for last completed calendar month prior to the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of business consistent with past practiceClosing Date.

Accounts Receivable; Inventories. (a) Except as set forth in the Stel FabCentric Balance Sheet, (i) each account receivable of Stel and its Subsidiaries FabCentric (the "Accounts Receivable") represents a sale made in the ordinary course of business business, recorded in accordance with GAAP, and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Stel and its Subsidiaries have FabCentric has performed all of their obligations to produce the goods or perform the services to which such Accounts Receivable relate, other than amounts recorded as deferred revenue, and (ii) to the knowledge of FabCentric, no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustment by the obligor thereof. (b) Subject to amounts reserved therefor on the Stel FabCentric Balance Sheet, the values at which all inventories are carried on the Stel FabCentric Balance Sheet reflect the historical inventory valuation policy of Stel and its Subsidiaries set forth FabCentric, which is in the Stel SEC Reportsaccordance with GAAP. Stel and its Subsidiaries have FabCentric has good and marketable title to the inventories free and clear of all liens and encumbrances. The inventories do not consist of, in any material amount, of items that are obsolete, damaged damages or slow-moving beyond amounts reserved on the Stel FabCentric Balance Sheet. The inventories do not consist of any items held on consignment. Neither Stel nor any of its Subsidiaries FabCentric is not under any obligation or liability with respect to accepting returns of items of inventory or merchandise in the possession of their customers other than in the ordinary course of business and consistent with past practice. No clearance or extraordinary sale of the inventories has been conducted since the Stel Reference FabCentric Balance Sheet Date. Subject to the amounts reserved therefor on the Stel FabCentric Balance Sheet, the inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of business consistent with past practice. (c) Schedule 3.17 lists: (A) all customers representing 5% or more of FabCentric's revenue or accounts receivable for the fiscal year ended December 31, 2000 and (B) all customers representing 5% or more of FabCentric's revenue or accounts receivable for the nine months ended September 30, 2001.

Accounts Receivable; Inventories. (a) Except as set forth in the Stel Teletrac Balance SheetSheet and as disclosed on Schedule 3.17, (i) each account receivable of Stel Teletrac and its Subsidiaries (the "Accounts ReceivableACCOUNTS RECEIVABLE") represents a sale made in the ordinary course of business and which arose (to Teletrac's knowledge) pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and Stel Teletrac and its Subsidiaries have performed all of their obligations to produce the goods or perform the services to which such Accounts Receivable relate, other than amounts recorded as deferred revenue, and (ii) to Teletrac's knowledge, no Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustment by the obligor thereof. (b) Subject to amounts reserved therefor on the Stel Teletrac Balance Sheet, the values at which all inventories are carried on the Stel Teletrac Balance Sheet reflect the historical inventory valuation policy of Stel Teletrac and its Subsidiaries set forth in the Stel Teletrac SEC Reports. Stel Except as set forth on Schedule 3.17(b) of the Disclosure Statement, Teletrac and its Subsidiaries have good and marketable title to the inventories free and clear of all liens and encumbrances. The Except as set forth on Schedule 3.17(b) of the Disclosure Statement, the inventories do not consist of, in any material amount, items that are obsolete, damaged or slow-moving beyond amounts reserved on the Stel Teletrac Balance Sheet. The inventories do not consist of any items held on consignment. Neither Stel Teletrac nor any of its Subsidiaries is under any obligation or liability with respect to accepting returns of items of inventory or merchandise in the possession of their customers other than in the ordinary course of business and consistent with past practice. No clearance or extraordinary sale of the inventories has been conducted since the Stel Teletrac Reference Date. Subject to the amounts reserved therefor on the Stel Teletrac Balance SheetSheet and except as set forth on Schedule 3.17(b) of the Disclosure Statement, the inventories are in good and merchantable condition in all material respects, are suitable and usable for the purposes for which they are intended and are in a condition such that they can be sold in the ordinary course of business consistent with past practice.