Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes a complete and accurate list of all of the Company's accounts receivable as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE"), together with a range of days elapsed since invoice (i.e., an aging report). (b) All of the Accounts Receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Unaudited Balance Sheet. No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character on any of the Accounts Receivable, and no request or agreement for deduction or discount has been made with respect to any of the Accounts Receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet conforms to Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes A. The Company has made available to Sybase a complete and accurate list of all accounts receivable of the Company's accounts receivable Company or any of its subsidiaries as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE")of September 30, 1999, together with a range of days elapsed since invoice (i.e., an aging report)invoice. (b) B. All of the Accounts Receivable arose in the ordinary course of the Company's businessand any of its subsidiaries' accounts receivable arose in the Ordinary Course of the Company's Business, are carried at values determined in accordance with Singapore GAAP consistently applied applied, and are collectible except to the extent of reserves therefor set forth in the Unaudited Current Balance SheetSheet or, for receivables arising subsequent to the Current Balance Sheet Date as reflected on the books and records of the Company and its subsidiaries, prepared in accordance with GAAP. No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, Company's or any of its subsidiaries' accounts receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts ReceivableCompany's or any of its subsidiaries' accounts receivable. (c) All C. Any and all of the inventories of the Company or any of its subsidiaries reflected on the Unaudited Balance Sheet Interim Financials and the Company's and any of its subsidiaries' books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course Ordinary Course of the Company's business Business and in a manner consistent with the Company's or any of its subsidiaries' regular inventory practices and are set forth on the Company's and its subsidiaries' books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company or any of its subsidiaries reflected on the Unaudited Balance Sheet Interim Financials or on the Company's and its subsidiaries' books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet Year-End Financials and/or the Interim Financials conforms to Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes a complete and accurate list of all of the Company's accounts receivable as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE"), together with a range of days elapsed since invoice (i.e., an aging report). (b) All of the Accounts Receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore Japanese GAAP consistently applied and, to the knowledge of the Company and the Principal Securityholders, are collectible except to the extent of reserves therefor set forth in the Unaudited Balance Sheet. No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, and no request or agreement for deduction or discount has been made with respect to any of the Accounts Receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet conforms to Singapore Japanese GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes The Company has made available to Parent a complete and accurate list of all accounts receivable of the Company's accounts receivable Company as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE")of December 31, 1999, together with a range of days elapsed since invoice (i.e., an aging report)invoice. (b) All of the Accounts Receivable Company's accounts receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore GAAP consistently applied and and, are collectible except to the extent of reserves therefor set forth in the Unaudited Current Balance Sheet or, for receivables arising subsequent to December 31, 1999, as reflected on the books and records of the Company (which are prepared in accordance with GAAP) and as, except to the extent of reserves therefor, will be set forth in the Closing Date Balance Sheet. No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, Company's accounts receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts ReceivableCompany's accounts receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet Financials and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet Financials or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet Interim Financials conforms to Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Except as set forth in Section 2.19 2.8 of the Company Disclosure Schedule includes Schedule, the accounts receivable of the Company as reflected in the Financial Statements, to the extent uncollected on the date hereof and the accounts receivable reflected on the books of the Company are valid and existing and represent monies due, and the Company has made reserves reasonably considered adequate for receivables not collectible in the ordinary course of business, and (subject to the aforesaid reserves) are subject to no refunds or other adjustments and to no defenses, rights of setoff, assignments, restrictions, encumbrances or conditions enforceable by third parties on or affecting any thereof, except for such refunds, adjustments, defenses, rights of setoff, assignments, restrictions, encumbrances or conditions as would not reasonably be expected to have a complete and accurate list of all material adverse effect upon the business or operations of the Company's accounts receivable as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE"), together with a range of days elapsed since invoice (i.e., an aging report). (b) All Except as set forth in Section 2.8 of the Accounts Receivable arose Company Disclosure Schedule, the inventory of the Company consists of raw materials and supplies, manufactured and purchased parts, goods in process, and finished goods, all of which is merchantable and fit or suitable and usable for the production or completion of merchantable products for sale in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore GAAP consistently applied and are collectible except none of which is slow-moving, obsolete, below standard quality, damaged, or defective, subject only to the extent of reserves therefor reserve for inventory writedown set forth in the Unaudited Balance Sheet. No person has any liens, pledges, charges, claims, security interests or other encumbrances Financial Statements and as adjusted for the passage of any kind or character on any time through the Effective Date in accordance with GAAP and the past custom and practice of the Accounts ReceivableCompany. The inventory, taken as a whole, reflected in the most recent Balance Sheet and no request or agreement for deduction or discount has been made with respect to any of the Accounts Receivable. (c) All of the inventories books and records of the Company is reflected on the Unaudited Balance Sheet basis of a complete physical count and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet conforms to Singapore GAAP and such inventory is stated valued at the lower of cost (determined using the first-in, first-out methodon an identifiable unit basis) or net realizable valuemarket in accordance with GAAP, consistently applied. Since December 31, 1999, no inventory has been sold or disposed of except through sales in the ordinary course of business.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes Odisei has made available to 8x8 a complete and accurate list of all of the Company's accounts receivable of Odisei as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE")of May 5, together 1999 along with a range of days elapsed since invoice (i.e., an aging report)invoice. (b) All of the Accounts Receivable accounts receivable of Odisei arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore French GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Unaudited Latest Balance Sheet. No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, such accounts receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts Receivablesuch accounts receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet and the Company's books and records on the date hereof Odisei were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the CompanyOdisei's regular inventory practices and are set forth on the CompanyOdisei's books and records in accordance with the practices and principles of the Company Odisei consistent with the method of treating said items in prior periods. None of the inventory of the Company Odisei reflected on the Unaudited Latest Balance Sheet or on the CompanyOdisei's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company Odisei reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Latest Balance Sheet conforms to Singapore French GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. Except as provided in Section 4.26(c) of the Exceptions Letter, no person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes The Company has made available to Parent a complete and accurate list of all accounts receivable and notes receivable of the Company's accounts receivable Company as reflected on of the Unaudited date of the Current Balance Sheet (the "ACCOUNTS RECEIVABLE")Sheet, together with a range of days elapsed since invoice (i.e., an aging report)evidencing such accounts or the making of such notes which shall be included on Section 2.20(a) of the Disclosure Schedule. (b) All of the Accounts Receivable Company's accounts receivable and notes receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore GAAP consistently applied applied, and are collectible except to the extent of reserves therefor set forth in the Unaudited Current Balance Sheet or, for any such receivables arising subsequent to the date of the Current Balance Sheet, as reflected on the books and records of the Company (which are prepared in accordance with GAAP consistently applied). No person or entity has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, Company's accounts receivable or notes receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts ReceivableCompany's accounts receivable or notes receivable. (c) All of the inventories of the Company reflected on the Unaudited Balance Sheet Interim Financials and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet Interim Financials or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the its business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Balance Sheet Interim Financials conforms to Singapore GAAP consistently applied and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes The Company has made available to Parent a complete and accurate list of all accounts receivable of the Company's accounts receivable Company as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE")of September 30, 2003, together with a range of days elapsed since invoice (i.e., an aging report). (b) invoice. All of the Accounts Receivable Company’s accounts receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore GAAP consistently applied applied, and are reasonably believed by the Company to be collectible except to the extent of reserves therefor set forth in the Unaudited Current Balance Sheet or, for receivables arising subsequent to September 30, 2003, as reflected on the books and records of the Company (which are prepared in accordance with GAAP consistently applied and the reserve practices and methodology used in preparation of the Current Balance Sheet). No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, Company’s accounts receivable and no request or agreement for deduction or discount has been made with respect to any of the Accounts ReceivableCompany’s accounts receivable. (cb) All of the inventories of the Company reflected on the Unaudited Current Balance Sheet and the Company's ’s books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's ’s regular inventory practices and are set forth on the Company's ’s books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company or its subsidiaries reflected on the Unaudited Current Balance Sheet or on the Company's ’s books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Company Financials and Current Balance Sheet conforms conform to Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.

Accounts Receivable; Inventory. (a) Set forth in Section 2.19 2.18(a) of the Company Disclosure Schedule includes is a complete and accurate list of all accounts receivable of the Company's accounts receivable as Company reflected on the Unaudited December Balance Sheet (the "ACCOUNTS RECEIVABLEAccounts Receivable"), together ) along with a range of days elapsed since ------------------- invoice (i.e., an aging report). (b) All as of the date of the December Balance Sheet. All Accounts Receivable of the Company (i) arose in the ordinary course of the Company's business, (ii) represent bona ---- fide indebtedness incurred by the applicable account debtors in the amounts ---- invoiced by the Company and stated on its books and records, subject to collection, (iii) are carried at values determined in accordance with Singapore GAAP GAAP, consistently applied applied, and (iv) are collectible except not subject to any defenses, counterclaims or claims for set off. The reserves against the extent Accounts Receivable have been established in accordance with GAAP, and based upon a review of such Accounts Receivable, Shareholder and the Company reasonably believe such reserves therefor set forth in the Unaudited Balance Sheetto be adequate. No person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the such Accounts Receivable, Receivable and no request or agreement for deduction or discount has been made with respect to any of the such Accounts Receivable. Neither Shareholder or the Company has any knowledge that any of such Accounts Receivable is owed by a person or entity that has sought the protection of any bankruptcy or insolvency law or is the subject of any dispute as to payment. (cb) All of the inventories of the Company reflected on the Unaudited December Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent Company. The reserves against such inventory have been established in accordance with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Balance Sheet or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contractsGAAP. The presentation of inventory on the Unaudited December Balance Sheet conforms to Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable valueGAAP.

Accounts Receivable; Inventory. (a) Section 2.19 of the Disclosure Schedule includes a complete and accurate list of all All of the Company's accounts receivable as reflected on the Unaudited Balance Sheet (the "ACCOUNTS RECEIVABLE"), together with a range of days elapsed since invoice (i.e., an aging report). (b) All of the Accounts Receivable arose in the ordinary course of the Company's business, are carried at values determined in accordance with Singapore GAAP consistently applied applied, and are collectible except to the extent of reserves therefor set forth in the Unaudited Company Balance Sheet, or for receivables arising subsequent to December 31, 2001, as reflected on the books and records of the Company (which are prepared in accordance with GAAP). No person Any account receivable arising subsequent to December 31, 2001 for which a reserve in excess of $20,000 has been taken by the Company prior to the date hereof is summarized on Schedule 3.20 of the Company Schedules. Except as set forth in Schedule 3.20 of the Company Schedules, no Person has any liens, pledges, charges, claims, security interests or other encumbrances of any kind or character Lien on any of the Accounts Receivable, Company's accounts receivable and no written or oral request or written or oral agreement for deduction deduction, discount, or discount return refund request has been made with respect to any of the Accounts ReceivableCompany's accounts receivable. (cb) All of the inventories of the Company reflected on the Unaudited Company Balance Sheet and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of the Company's business and in a manner consistent with the Company's regular inventory practices and are set forth on the Company's books and records in accordance with the practices and principles of the Company consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on the Unaudited Company Balance Sheet or on the Company's books and records as of the date hereof (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with its past practices and outstanding customer contracts. The presentation of inventory on the Unaudited Company Balance Sheet conforms to Singapore GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value.