Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (a) The accounts receivable shown in the Seller Financial Statements or that constitute Transferred Assets arose in the Ordinary Course of Business. Allowances for doubtful accounts set forth in the Seller Financial Statements have been prepared and recorded in accordance with GAAP and in accordance with the past practices of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set off or counter-claim and, to the Knowledge of the Sellers, there are no specific facts or circumstances that would give rise to any such claim in any such case, except to the extent collected or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statements. (b) The Inventory is, in all material respects, of a quality and quantity usable and, in the case of finished goods, saleable, in the Ordinary Course of Business, except for obsolete, damaged, defective or slow moving items as reflected in the reserves in the Seller Financial Statements. (c) Section 3.17(c) of the Disclosure Letter contains a true and correct representation of the unaudited consolidated Inventory balances of each Product and the expiration dates of each Product as of January 31, 2024. The Sellers have good and marketable title to the Inventory of the Products free and clear of all Encumbrances (other than Permitted Encumbrances). The Inventory of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted and such Inventory levels are adequate for such operations.

Accounts Receivable; Inventory. (a) The accounts receivable shown All Accounts Receivable are presented on the Financial Statements net of reserves for doubtful accounts, bona fide claims against debtors for sales or other charges arising in the Seller Financial Statements or that constitute Transferred Assets arose in the Ordinary Course of Business. Allowances for doubtful accounts set forth in the Seller Financial Statements have been prepared and recorded in accordance with GAAP and in accordance with the past practices ordinary course of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offsetBusiness, recoupment, set off or counter-claim and, to the Knowledge of the Sellers, there no debtor thereunder has asserted any defense thereto. Adequate reserves have been accrued and maintained in the Financial Statements to provide for all doubtful accounts of, valid counterclaims or setoff by, rebates, discounts and allowances to, and returns from, any customers of the Company, and such reserves were established in a manner consistent with the Company’s collection experience in prior periods. All Accounts Receivable are no specific facts or circumstances collectible in the ordinary course of business (without the necessity of legal proceedings) and are free and clear of all Liens. The Company has fully performed all obligations with respect to such Accounts Receivable that would give rise it was obligated to any such claim in any such case, except perform to the extent collected or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statementsdate hereof. (b) The Inventory isAll of the finished goods and supplies owned by the Company and relating to the Business and all rights of the Company to warranties received from its vendors with respect to the foregoing (to the extent assignable) and related claims, in all material respectscredits, and rights of recovery with respect thereto (the “Inventory”) reflected on the Financial Statements (i) consist of or shall consist of a quality and quantity usable and, saleable in the case ordinary course of finished goodsbusiness with markups consistent with past practice, saleable, (ii) was acquired in the Ordinary Course ordinary course of the Business, except and (iii) is of good and merchantable quality. All Inventory is reflected on the Financial Statements in accordance with GAAP and net of appropriate obsolescence and shrinkage reserves, including reserves for obsolete, damaged, defective or slow excess and slow-moving items inventory. Except as reflected in set forth on Schedule 4.24, the reserves in the Seller Financial Statements. (c) Section 3.17(c) of the Disclosure Letter contains a true and correct representation of the unaudited consolidated Inventory balances of each Product and the expiration dates of each Product as of January 31, 2024. The Sellers have Company has good and marketable title to the Inventory of the Products all Inventory, free and clear of any Liens. The Company is not under any liability or obligation with respect to the return of Inventory in the possession of customers in excess of established reserves. The Company holds no Inventory on consignment except as set forth on Schedule 4.24, or holds title to or ownership of any Inventory in the possession of others. Schedule 4.24 lists all Encumbrances (physical locations other than Permitted Encumbrances). The the Company’s stores or warehouses where the Inventory of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted and such Inventory levels are adequate for such operationsis located.

Accounts Receivable; Inventory. (a) The Schedule 4.14(a) sets forth a true and complete list of the Company’s accounts receivable shown in by customer as of December 31, 2014 as well as the Seller Financial Statements or individual aging with respect thereto. All of the accounts receivable of the Company reflected on Schedule 4.14(a) are valid obligations that constitute Transferred Assets arose from bona fide transactions and are good and collectible in the Ordinary Course of Business. Allowances Business at the recorded amounts thereof, less the amount of the reserves for doubtful bad accounts set forth in the Seller Financial Statements reflected thereon (which reserves have been prepared and recorded established in accordance with GAAP on a basis consistent with past practice), and in accordance with the past practices of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set off counterclaims or counter-claim and, to the Knowledge offsets. A true and complete list of the SellersCompany’s accounts receivable as of the last Business Day immediately preceding the Closing Date, there are no specific facts or circumstances and individual aging with respect thereto, will be added to Schedule 4.14(a) at the Closing. The accounts receivable of the Company required to be added after the date to Schedule 4.14(a) will, as of the date when required to be added, be valid obligations that would give rise arose from bona fide transactions and will be good and collectible in the Ordinary Course of Business at the amounts recorded on the books of account of the Company, less the amount of the reserves for bad accounts reflected thereon (which reserves shall have been established in accordance with GAAP on a basis consistent with prior practice), and will not be subject to any such claim in any such case, except to the extent collected counterclaims or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statementsoffsets. (b) The Inventory isAll Inventory, whether or not reflected in all material respectsthe Interim Balance Sheets, consists of a quality and quantity usable and, in the case of finished goods, saleable, and salable in the Ordinary Course of Business, except for the obsolete, damaged, defective or slow slow-moving items as reflected in that have been written off or written down to fair market value or for which adequate reserves have been established on the reserves in Interim Balance Sheets. All Inventory is owned by the Seller Financial Statements. (c) Section 3.17(c) of the Disclosure Letter contains a true and correct representation of the unaudited consolidated Inventory balances of each Product and the expiration dates of each Product as of January 31, 2024. The Sellers have good and marketable title to the Inventory of the Products Company free and clear of all Encumbrances (other than Permitted Encumbrances), and no Inventory is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted and such Inventory levels are adequate for such operationsCompany.

Accounts Receivable; Inventory. (a) The Company has made available to Parent a list of all accounts receivable shown in receivable, whether billed or unbilled, of the Seller Financial Statements Company and its Subsidiaries as of the Balance Sheet Date, together with an aging schedule (of only billed accounts receivable) indicating a range of days elapsed since invoice. (b) All of the accounts receivable, whether billed or that constitute Transferred Assets unbilled, of the Company and its Subsidiaries arose in the Ordinary Course ordinary course of Business. Allowances for doubtful accounts set forth in the Seller Financial Statements have been prepared and recorded business, are carried at values determined in accordance with GAAP consistently applied, and in accordance with the past practices of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set valid set-off or countercounterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-claim and, or-return basis or subject to the Knowledge any other repurchase or return arrangement. No person has any Lien on any accounts receivable of the Sellers, there are Company or any of its Subsidiaries and no specific facts request or circumstances that would give rise agreement for deduction or discount has been made with respect to any such claim in accounts receivable of the Company or any such case, except to the extent collected or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statements. (b) The Inventory is, in all material respects, of a quality and quantity usable and, in the case of finished goods, saleable, in the Ordinary Course of Business, except for obsolete, damaged, defective or slow moving items as reflected in the reserves in the Seller Financial Statementsits Subsidiaries. (c) Section 3.17(cAll Company Inventory (i) consists of items of a quantity and quality historically usable or saleable in the ordinary course of business, except for obsolete items that have been written down to estimated net realizable value in accordance with GAAP, (ii) is located at facilities of the Disclosure Letter contains Company or its Subsidiaries and (iii) has not been consigned to any Person not a true party to this Agreement. With the exception of below-standard quality Company Inventory that have been written down to their estimated net realizable value in accordance with GAAP, the Company Inventory is in good and correct representation of the unaudited consolidated Inventory balances of each Product proper physical condition, free from defects in materials and the expiration dates of each Product as of January workmanship. Since December 31, 2024. The Sellers 2010, the Company and its Subsidiaries have good sold and marketable title continued to replenish the Company Inventory of the Products free in a normal and clear of all Encumbrances (other than Permitted Encumbrances). The Inventory of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance customary manner consistent with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted and such Inventory levels are adequate for such operations.past practice

Accounts Receivable; Inventory. (a) The All accounts receivable shown in reflected on the Seller latest Company Financial Statements or that constitute Transferred Assets arose the JV Financial Statements, as applicable, are valid, genuine and subsisting, incurred in the Ordinary Course ordinary course of Business. Allowances business for doubtful accounts set forth in bona fide sales and deliveries of goods, performance of services or other business transactions and, with respect to those reflected on the Seller latest Company Financial Statements Statements, have been prepared and appropriately recorded in accordance with GAAP and US GAAP. Except as set forth in accordance with the past practices Section 4.23(a) of the Endo Companies. The Disclosure Schedule, all such accounts receivable constituting Transferred Assets will be collectible in full in the ordinary course of business (other than ordinary course contractual allowances and bad debt reserves, none of which are not material) and no such accounts receivable (i) are subject to any material claim of offsetpending or threatened set-off, recoupmentdiscount or counterclaim, set off other than for which a reserve has been established on the Company Financial Statements or counter-claim andthe JV Financial Statements, as applicable, or (ii) have been assigned or pledged to any Person, except for Encumbrances securing the Closing Date Indebtedness. Notwithstanding anything contained in this Section 4.23(a) to the Knowledge contrary and for the avoidance of doubt, the Sellers, there are no specific facts or circumstances that would give rise failure to collect any such claim accounts receivable shall not, in any such caseand of itself, except to the extent collected or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statementsbe a breach of this Section 4.23(a). (b) The Inventory is, All inventory used in the businesses of the Acquired Companies conforms in all material respectsrespects with all applicable specifications and warranties, is not obsolete, is useable or saleable in the ordinary course of a quality and quantity usable business and, if saleable, is saleable at values not less than the book value amounts thereof except to the extent adequately reserved on the most recent balance sheet included in the case of finished goods, saleable, in Company Financial Statements or the Ordinary Course of Business, except for obsolete, damaged, defective or slow moving items as reflected in the reserves in the Seller JV Financial Statements. (c) Section 3.17(c) of , as applicable, and such amounts reflected on the Disclosure Letter contains a true and correct representation of the unaudited consolidated Inventory balances of each Product and the expiration dates of each Product as of January 31, 2024. The Sellers have good and marketable title to the Inventory of the Products free and clear of all Encumbrances (other than Permitted Encumbrances). The Inventory of the Products have and will Company Financial Statements have been manufactured, tested, packaged, labelled and stored appropriately recorded in material compliance accordance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted and such Inventory levels are adequate for such operationsUS GAAP.

Accounts Receivable; Inventory. (a) The Schedule 2.21 sets forth a true and complete list of the Company’s accounts receivable shown in by customer as of the Seller Financial Statements or date of this Agreement as well as the individual aging with respect thereto. All of the accounts receivable of the Company reflected on Schedule 2.21(a) are valid obligations that constitute Transferred Assets arose from bona fide transactions and are good and collectible in the Ordinary Course of Business. Allowances Business at the recorded amounts thereof, less the amount of the reserves for doubtful bad accounts set forth in the Seller Financial Statements reflected thereon (which reserves have been prepared and recorded established in accordance with GAAP on a basis consistent with past practice), and in accordance with the past practices of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set off counterclaims or counter-claim and, to the Knowledge offsets. A true and complete list of the SellersCompany’s accounts receivable as of the last Business Day immediately preceding the Closing Date, there are no specific facts or circumstances and individual aging with respect thereto, will be added to Schedule 2.21(a) at the Closing. The accounts receivable of the Company required to be added after the date to Schedule 2.21(a) will, as of the date when required to be added, be valid obligations that would give rise arose from bona fide transactions and will be good and collectible in the Ordinary Course of Business at the amounts recorded on the books of account of the Company, less the amount of the reserves for bad accounts reflected thereon (which reserves shall have been established in accordance with GAAP on a basis consistent with prior practice), and will not be subject to any such claim in any such case, except to the extent collected counterclaims or otherwise reflected in the allowances for doubtful accounts or returns reserve as provided for in the Seller Financial Statementsoffsets. (b) The Inventory isAll Inventory, whether or not reflected in all material respectsthe Interim Balance Sheets, consists of a quality and quantity usable and, in the case of finished goods, saleable, and salable in the Ordinary Course of Business, except for the obsolete, damaged, defective or slow slow-moving items as reflected in that have been written off or written down to fair market value or for which adequate reserves have been established on the reserves in Interim Balance Sheets. All Inventory is owned by the Seller Financial Statements. (c) Section 3.17(c) of the Disclosure Letter contains a true and correct representation of the unaudited consolidated Inventory balances of each Product and the expiration dates of each Product as of January 31, 2024. The Sellers have good and marketable title to the Inventory of the Products Company free and clear of all Encumbrances (other than Permitted Encumbrances), and no Inventory is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present circumstances of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted and such Inventory levels are adequate for such operationsCompany.

Accounts Receivable; Inventory. (a) The All accounts receivable shown ------------------------------ of the Company and the Company Subsidiaries are bona fide accounts receivable and represent sales actually made in the Seller Financial Statements or that constitute Transferred Assets arose in the Ordinary Course ordinary course of Business. Allowances for doubtful accounts set forth in the Seller Financial Statements business and have been prepared and recorded in accordance with GAAP and in accordance with the past practices of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set off or counter-claim andor, to the Knowledge of Company's knowledge, shall be fully collected when due without resort to litigation and without defense, offset or counterclaim, in the Sellers, there are no specific facts or circumstances that would give rise to any such claim in any such caseaggregate face amounts thereof, except to the extent collected or otherwise reflected in of the allowances normal allowance for doubtful accounts or returns reserve with respect to accounts receivable computed in a manner consistent with prior practice as provided for reflected on the financial statements contained in the Seller Financial StatementsCompany Securities Filings (or incorporated therein by reference). To the knowledge of the Company, there has not been any material change in the collectability of accounts receivable of the Company and the Company Subsidiaries since the date of such financial statements. (b) The Inventory isinventory (including raw materials, work-in-progress and finished goods) of the Company and the Company Subsidiaries is merchantable and of a quality suitable and usable in the ordinary course of business consistent with past practices, of the Company and the Company Subsidiaries in all material respects, of a quality and quantity usable and, in the case of finished goods, saleable, in the Ordinary Course of Business, except for obsolete, damaged, defective or slow moving otherwise unsalable items as reflected in to which a adequate provision has been made on the reserves in the Seller Financial Statements. (c) Section 3.17(c) books of the Disclosure Letter contains a true Company and correct representation the Company Subsidiaries. The value of all inventory items, including finished goods, work-in-process and raw materials, has been recorded on the books of the unaudited consolidated Inventory balances Company and the Company Subsidiaries in accordance with GAAP and fairly reflect the value thereof. The Company and the Company Subsidiaries have a sufficient quantity of each Product type of such inventory and supplies in order to meet the expiration dates reasonably foreseeable requirements of each Product as of January 31, 2024. The Sellers have good and marketable title to the Inventory of the Products free and clear of all Encumbrances (other than Permitted Encumbrances). The Inventory of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted business of the Company and such Inventory levels are adequate for such operationsthe Company Subsidiaries.

Accounts Receivable; Inventory. (a) The All accounts receivable shown of the Company and the Company Subsidiaries are bona fide accounts receivable and represent sales actually made in the Seller Financial Statements or that constitute Transferred Assets arose in the Ordinary Course ordinary course of Business. Allowances for doubtful accounts set forth in the Seller Financial Statements business and have been prepared and recorded in accordance with GAAP and in accordance with the past practices of the Endo Companies. The accounts receivable constituting Transferred Assets are not subject to any material claim of offset, recoupment, set off or counter-claim andor, to the Knowledge of Company's knowledge, shall be fully collected when due without resort to litigation and without defense, offset or counterclaim, in the Sellers, there are no specific facts or circumstances that would give rise to any such claim in any such caseaggregate face amounts thereof, except to the extent collected or otherwise reflected in of the allowances normal allowance for doubtful accounts or returns reserve with respect to accounts receivable computed in a manner consistent with prior practice as provided for reflected on the financial statements contained in the Seller Financial StatementsCompany Securities Filings (or incorporated therein by reference). To the knowledge of the Company, there has not been any material change in the collectability of accounts receivable of the Company and the Company Subsidiaries since the date of such financial statements. (b) The Inventory isinventory (including raw materials, work-in-progress and finished goods) of the Company and the Company Subsidiaries is merchantable and of a quality suitable and usable in the ordinary course of business consistent with past practices, of the Company and the Company Subsidiaries in all material respects, of a quality and quantity usable and, in the case of finished goods, saleable, in the Ordinary Course of Business, except for obsolete, damaged, defective or slow moving otherwise unsalable items as reflected in to which a adequate provision has been made on the reserves in the Seller Financial Statements. (c) Section 3.17(c) books of the Disclosure Letter contains a true Company and correct representation the Company Subsidiaries. The value of all inventory items, including finished goods, work-in-process and raw materials, has been recorded on the books of the unaudited consolidated Inventory balances Company and the Company Subsidiaries in accordance with GAAP and fairly reflect the value thereof. The Company and the Company Subsidiaries have a sufficient quantity of each Product type of such inventory and supplies in order to meet the expiration dates reasonably foreseeable requirements of each Product as of January 31, 2024. The Sellers have good and marketable title to the Inventory of the Products free and clear of all Encumbrances (other than Permitted Encumbrances). The Inventory of the Products have and will have been manufactured, tested, packaged, labelled and stored in material compliance with applicable Laws and binding guidelines, including applicable current good manufacturing practices as prescribed by Law, from time to time, and the relevant product specifications. The Inventory levels have been maintained at the amounts required for the operations of the Business as historically conducted business of the Company and such Inventory levels are adequate for such operationsthe Company Subsidiaries.