Common use of Accounts Receivable; Inventories Clause in Contracts

Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the 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 of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and 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 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 Company are of a quality and quantity useable and saleable in the Ordinary Course of Business, subject to appropriate and adequate allowances reflected on the Financial Statements for obsolete, excess, slow-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 past practice of the Company. None of the inventory of the Company is held on consignment, or otherwise, by third parties. Set forth on Schedule 2.11(b) is a list of all the inventories of the Company, each as of the end 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. (a) 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 Ordinary Course of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance, in each case, in accordance with the terms of the applicable Contract. 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 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 good and services provided to it by the CompanyCompany 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 terms of 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 of Business, subject to appropriate and adequate allowances reflected on the Financial Statements for obsolete, excess, slow-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 past practice of the Company. None of the inventory of the Company any of its Subsidiaries is held on consignment, or otherwise, by third parties. Set Schedule 2.11(b)(i) through (iv) sets forth on Schedule 2.11(b(i) any off-balance sheet inventory that is held as safety stock and owned by a list supplier of all the inventories any of the CompanyCompany or its Subsidiaries which has not yet been delivered to the Company or its Subsidiary, each as (ii) any inventory held by a reseller of any of the end Company or its Subsidiaries which may be returned or put back to any of the last completed calendar month prior to Company or its Subsidiaries if unsold by such reseller; (iii) any consignment inventory; and (iv) any purchase volume commitments that obligate the date hereof and the end Company or any of the last completed calendar month prior to the Closing Dateits Subsidiaries.

Accounts Receivable; Inventories. (a) Set forth on in Section 3.10(a) of the Sellers’ Disclosure Schedule 2.11(a) are a list of all the accounts receivable of the Company Corporation 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 Datehereof. 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 in Section 3.10(a) of the Sellers’ Disclosure Schedule 2.11(a) all such Accounts Receivable arose in the Ordinary Course ordinary course of Businessbusiness consistent with past practice. Except to the extent of the allowance for doubtful accounts on the Corporation Balance Sheet, and in the case of 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 encumbranceEncumbrance. 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 on Schedule 2.11(a)in 3.10(a) of the Sellers’ Disclosure Schedule. The Company have Corporation has 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 good and services provided to it by the CompanyCorporation. 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 Company Corporation are of a quality and quantity useable and saleable in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, subject to appropriate and adequate allowances reflected on the Corporation Financial Statements for obsolete, excess, slow-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 past practice of the CompanyCorporation. None of the inventory of the Company Corporation is held on consignment, or otherwise, by third parties. Set forth on Schedule 2.11(bSection 3.10(b) is a list of all the inventories of the Company, each Sellers’ Disclosure Schedule sets forth any (i) off-balance sheet inventory that is held as safety stock and owned by a supplier of the end Corporation which has not yet been delivered to the Corporation, (ii) inventory held by a reseller of any of the last completed calendar month prior Corporation which may be returned or put back to the date hereof Corporation if unsold by such reseller, (iii) consignment inventory, and (iv) purchase volume commitments that obligate the end of the last completed calendar month prior to the Closing DateCorporation.

Accounts Receivable; Inventories. (a) Set forth on Schedule 2.11(a) are a list of all the accounts receivable of the 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 of Business. Except to the extent of the allowance for doubtful accounts on the Balance Sheet, the Accounts Receivable are fully collectible and 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 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 Company are of a quality and quantity useable and saleable in the Ordinary Course of Business, subject to appropriate and adequate allowances reflected on the Financial Statements for obsolete, excess, slow-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 past practice of the Company. None of the inventory of the Company is held on consignment, or otherwise, by third parties. Set forth on Schedule 2.11(b) is a list of all the inventories of the Company, each as of the end 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. (a) 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 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 Datehereof. 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 of Business. Except to the extent of the allowance for doubtful accounts on the Balance SheetSheet with respect to the Accounts Receivable on Schedule 2.11(a) and except to the extent of the allowance for doubtful accounts on the Closing Balance Sheet with respect to the Accounts Receivable on the Closing Date, the Accounts Receivable are fully collectible collectible, and 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 Except as set forth on Schedule 2.11(a)-1, 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 good goods and services provided or to be provided to it by the CompanyCompany or its Subsidiaries, except for shipping and handling fees associated with the goods and services provided. (b) 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 appropriate and adequate allowances reflected on the Financial Statements for obsolete, excess, slow-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 past practice of the Company. None Except as set forth on Schedule 2.11(b), none of the inventory of the Company or any of its Subsidiaries is held on consignment, or otherwise, by third parties. Set forth on Schedule 2.11(b) is a list (including location) of all the inventories of the CompanyCompany and its Subsidiaries, each as of the end date of the last completed calendar month prior to the date hereof and the end of the last completed calendar month prior to the Closing DateBalance Sheet.