Common use of Accounts Receivable; Inventories Clause in Contracts

Accounts Receivable; Inventories. (a) All accounts receivable of the Company have arisen from bona fide transactions by the Company in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.17, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the accounts receivable reflected on the Balance Sheet, taken as a whole, are good and collectible in the ordinary course of business at the aggregate amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance Sheet. (b) The inventories of the Company (including raw materials, supplies, work-in-process, finished goods and other materials) are in good and useable condition and (i) are reflected in the Balance Sheet in accordance with generally accepted accounting principles and (ii) are reflected in the books and records of the Company at the lower of average cost or market value. The inventory obsolescence policies of the Company are appropriate for the nature of the products sold and the marketing methods used by the Company, and the reserve for inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete inventory as of the Balance Sheet Date. The Company has heretofore delivered to Parent a list of places where material inventories of the Company are located.

Accounts Receivable; Inventories. (a) All accounts receivable of the Company have arisen from bona fide transactions by the Company in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.173.18, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the accounts receivable reflected on the Balance Sheet, taken as a whole, are good and collectible in the ordinary course of business at the aggregate amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance Sheet. (b) The inventories of the Company (including raw materials, supplies, work-in-process, finished goods and other materials) are in good and useable condition and (i) are reflected in the Balance Sheet in accordance with generally accepted accounting principles and (ii) are reflected in the books and records of the Company at the lower of average cost or market value. The inventory obsolescence policies of the Company are appropriate for the nature of the products sold and the marketing methods used by the Company, and the reserve for inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete inventory as of the Balance Sheet Date. The Company has heretofore delivered to Parent a list of places where material inventories of the Company are located.

Accounts Receivable; Inventories. (a) All accounts receivable -------------------------------- of the Company have arisen from bona fide transactions by the Company in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.17, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the All accounts receivable reflected on in the Balance Sheet, taken as a whole, Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance Sheet. (b) The inventories of the Company (including raw materials, supplies, work-in-process, finished goods and other materials) reflected on the Balance Sheet (i) are in good good, merchantable and useable condition and condition, (iii) are reflected in the Balance Sheet at the lower of cost or market in accordance with U.S. generally accepted accounting principles consistently applied and (iiiii) are reflected are, in the books case of finished goods, of a quality and records quantity saleable in the ordinary course of business and, in the Company at case of all other inventories, are of a quality and quantity useable in the lower ordinary course of average cost or market valuebusiness. The inventory obsolescence policies of the Company reflected on the Balance Sheet are appropriate for the nature of the products sold and the marketing methods used by the Company, Company and the reserve for inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete inventory as of the Balance Sheet Date. The Company has Shareholders have heretofore delivered made available to Parent the Buyer a list of places where material inventories of the Company are locatedwere located as of the Balance Sheet Date.

Accounts Receivable; Inventories. (a) Set forth on Schedule 5.12 is an aging of accounts receivable as of the Balance Sheet Date. All accounts receivable of the Company Acquired Companies have arisen from bona fide transactions by the Company Acquired Companies in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.17, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the accounts receivable reflected on the Balance Sheet, taken as a whole, are good and collectible in the ordinary course of business at the aggregate amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance SheetBusiness. (b) The inventories of the Company Acquired Companies (including raw materials, supplies, work-in-process, finished goods and other materials) are in good and useable condition and (i) are reflected in the Balance Sheet and will be reflected in the Valuation Date Working Capital Statement at the lower of cost or market in accordance with generally accepted accounting principles the Agreed Accounting Principles and (ii) are reflected are, in the books case of finished goods, of a quality and records quantity saleable in the ordinary course of the Company at Business and, in the lower case of average cost or market valueall other inventories are of a quality and quantity useable in the ordinary course of the Business. The inventory obsolescence policies of the Company Acquired Companies are appropriate for the nature of the products sold and the marketing methods used by the Company, and Acquired Companies. (c) To the reserve for inventory obsolescence contained Knowledge of Seller (i) the accounts receivable reflected in the Balance Sheet fairly reflects the amount of obsolete inventory were, as of the Balance Sheet Date. The Company has heretofore delivered to Parent a list of places where material inventories , good and collectible in the ordinary course of the Company are locatedBusiness at the aggregate recorded amounts thereof, net of any applicable allowances or reserves for doubtful accounts reflected in the Balance Sheet, and (ii) the reserves for inventory obsolescence reflected in the Balance Sheet fairly reflected the amount of inventory in good faith believed to be obsolete as of the Balance Sheet Date.

Accounts Receivable; Inventories. (a) All accounts -------------------------------- receivable of the Company have arisen from bona fide transactions by the Company in the ordinary course of business consistent with past practice and, to the Knowledge of the Company, are not subject to counterclaims or setoffs. Except as set forth on SCHEDULE 3.17, no such receivable has been outstanding for more than 90 days beyond its due date. To the Knowledge of the Company, all of the All accounts receivable reflected on in the Balance Sheet, taken as a whole, Sheet are good and collectible in the ordinary course of business at the aggregate recorded amounts recorded in respect thereof, net of any applicable allowance for doubtful accounts, which allowances will be determined on a basis consistent with the basis used in determining the allowances for doubtful accounts reflected in the Balance Sheet. (b) The inventories of the Company (including raw materials, supplies, work-in-process, finished goods and other materials) reflected on the Balance Sheet (i) are in good good, merchantable and useable condition and condition, (iii) are reflected in the Balance Sheet at the lower of cost or market in accordance with U.S. generally accepted accounting principles consistently applied and (iiiii) are reflected are, in the books case of finished goods, of a quality and records quantity saleable in the ordinary course of business and, in the Company at case of all other inventories, are of a quality and quantity useable in the lower ordinary course of average cost or market valuebusiness. The inventory obsolescence policies of the Company reflected on the Balance Sheet are appropriate for the nature of the products sold and the marketing methods used by the Company, Company and the reserve for inventory obsolescence contained in the Balance Sheet fairly reflects the amount of obsolete inventory as of the Balance Sheet Date. The Company has Shareholders have heretofore delivered made available to Parent the Buyer a list of places where material inventories of the Company are locatedwere located as of the Balance Sheet Date.