Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) The Company has made available to Parent a list of all accounts receivable of the Company as of September 30, 1998 along with a range of days elapsed since invoice. (b) All of the accounts receivable of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet. No person has any Lien on any of such Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivable. (c) All of the inventories of the Company were purchased, acquired or produced in the ordinary and regular course of 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on the Current Balance Sheet or on the Company's books and records (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company reasonably anticipated for the normal operation of the business consistent with past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet conforms to GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. No person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company Seller has made available to Parent Buyer a list of all accounts receivable of the Company Seller as of September 30, 1998 1999 along with a range of days elapsed since invoice. (b) All of the accounts receivable of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet. No person has any Lien on any of such Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivable. (c) All of the inventories of the Company Seller that are among the Acquired Assets were purchased, acquired or produced in the ordinary and regular course of business and in a manner consistent with the CompanySeller's regular inventory practices and are set forth on the CompanySeller's books and records in accordance with the practices and principles of the Company Seller consistent with the method of treating said items in prior periods. None of the inventory of the Company reflected on Seller that is among the Current Balance Sheet or on the Company's books and records Acquired Assets (in either case net of the reserve therefor) is obsolete, defective or in excess of the needs of the business of the Company Seller reasonably anticipated for the normal operation of the business consistent with past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet Seller Financials conforms to GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable market value. No person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company has made available to Parent a list of all accounts receivable of the Company as of September 30August 31, 1998 1999 along with a range of days elapsed since invoice. (b) All of the accounts receivable of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet. No person has any Lien on any of such Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivable. (c) All of the inventories of the Company reflected on the Company Financials and the Company's books and records were purchased, acquired or produced in the ordinary and regular course of 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 Current Balance Sheet Company Financials or on the Company's books and records (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 past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet Company Financials conforms to GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. No person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company has made available to Parent a list of all accounts receivable of the Company as of September 30, 1998 reflected on the Current Balance Sheet ("Accounts Receivable") along with a range of days elapsed since invoice. (b) All of the accounts receivable Accounts Receivable of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet. No Except as set forth on Schedule 3.10(b), no person has any Lien on any of such Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivable. (c) All of the inventories of the Company reflected on the Company Financials and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of 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 Current Balance Sheet Company 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 past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet Company Financials conforms to GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. No person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company has made available allowed Parent to Parent review a list of all accounts receivable of the Company as of September 30, 1998 and the Subsidiaries reflected on the Consolidated Balance Sheet ("Accounts Receivable") along with a range of days elapsed since invoice. (b) All of the accounts receivable 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 are collectible except to the extent of reserves therefor set forth in the Current Balance Sheetapplied. No person has any Lien on any of such Accounts Receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivable. (c) All of the inventories of the Company and the Subsidiaries reflected on the Audited Financials and Unaudited Financials and the Company's books and records on the date hereof were purchased, acquired or produced in the ordinary and regular course of business and in a manner consistent with the Company's or its Subsidiaries' regular inventory practices and are set forth on the Company's or 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 the Subsidiaries reflected on the Current Balance Sheet Audited Financials and Unaudited Financials or on the Company's or the 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 past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet Audited Financials and Unaudited Financials conforms to U.S. GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. No person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company Odisei has made available to Parent 8x8 a list of all accounts receivable of the Company Odisei as of September 30May 5, 1998 1999 along with a range of days elapsed since invoice. (b) All of the accounts receivable of the Company Odisei arose in the ordinary course of business, are carried at values determined in accordance with French GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Current Latest Balance Sheet. No person has any Lien on any of such Accounts Receivable accounts receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivableaccounts receivable. (c) All of the inventories of the Company Odisei were purchased, acquired or produced in the ordinary and regular course of 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 Current Latest Balance Sheet or on the CompanyOdisei's books and records (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 past practices and outstanding customer contracts. The presentation of inventory on the Current Latest Balance Sheet conforms to French GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. No Except as provided in Section 4.26(c) of the Exceptions Letter, no person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company has made available to Parent a list of all accounts receivable in excess of $5,000 individually, if any, whether billed or unbilled, of the Company as of September 30the date of the Latest Balance Sheet, 1998 along together with an aging schedule (of only such accounts receivable that have been billed) indicating a range of days elapsed since invoice. (b) All of the accounts receivable receivable, whether billed or unbilled, of the Company arose in the ordinary course of businessbusiness consistent with past practice, are carried at values determined in accordance by the Company to be reasonable and consistent with GAAP consistently applied and are not subject to any valid set-off or counterclaim. Such accounts receivable do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, and are believed to be collectible except to in the extent ordinary course of business consistent with past practice, net of reserves therefor set forth in shown on the Current Latest Balance Sheet. No person has any Lien (other than a Permitted Lien) on any accounts receivable of such Accounts Receivable the Company and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivableperson who owes accounts receivable to the Company. (c) All Company Inventory (i) consists of the inventories items of the Company were purchased, acquired a quantity and quality historically usable or produced saleable in the ordinary and regular course of 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 Current Balance Sheet or on the Company's books and records (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 past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet conforms practice, except for obsolete items that have been written down to GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or estimated net realizable value. No person value in accordance with GAAP, (ii) is located at facilities of the Company and (iii) has not been consigned to any Lien on any InventoryPerson not a party to this Agreement.

Accounts Receivable; Inventory. (a) The Company has made available to Parent a list of all accounts receivable of the Company as of September 30December 31, 1998 along 1999, together with a range of days elapsed since invoice. (b) All of the Company's accounts receivable of the Company arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied and and, are collectible except to the extent of reserves therefor set forth in the 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 Lien on any of such Accounts Receivable the Company's accounts receivable and no request or agreement for deduction or discount has been made with respect to any of such Accounts Receivablethe Company's accounts receivable. (c) All of the inventories of the Company reflected on the Financials and the Company's books and records were purchased, acquired or produced in the ordinary and regular course of 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 Current Balance Sheet Financials or on the Company's books and records (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 past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet Interim Financials conforms to GAAP and such inventory is stated at the lower of cost (determined using the first-in, first-out method) or net realizable value. No person has any Lien on any Inventory.

Accounts Receivable; Inventory. (a) The Company has made available to Parent Purchaser a true, correct and complete list of all accounts receivable and notes receivable of the Company as of September the date of the Unaudited Financials and as of November 30, 1998 along 2005, together with a range of days elapsed since invoiceinvoice evidencing such accounts or the making of such notes which shall be included as Section 2.17(a) of the Disclosure Schedule. (b) All of the Company’s accounts receivable of the Company and notes receivable arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied applied, and are collectible except to the extent of reserves therefor therefore set forth in the Current Balance Sheet. Unaudited Financials or, for any such receivables arising subsequent to the date of the Unaudited Financials, as reflected on the books and records of the Company (which are prepared in accordance with GAAP consistently applied). (c) No person or entity has any Lien on any of such Accounts Receivable the Company’s accounts receivable or notes receivable and no request or agreement for deduction deduction, discount, credit or discount rebate, in whole or in part, has been made with respect to any of such Accounts Receivablethe Company’s accounts receivable or notes receivable. (cd) All of the Company’s inventories of reflected on the Company Unaudited Financials and the Company’s books and records were purchased, acquired or produced in the ordinary and regular course of 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 reflected on the Current Balance Sheet Unaudited Financials or on the Company's ’s books and records (in either case net of the reserve therefortherefore) 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 past practices and outstanding customer contracts. The presentation of inventory on the Current Balance Sheet Unaudited Financials conforms to 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. No person has any Lien on any InventoryThe Parties will conduct a review of the Company’s inventory not more than five (5) business days prior to the Closing Date.