Common use of Accounts Receivable; Work-in-Process; Accounts Payable Clause in Contracts

Accounts Receivable; Work-in-Process; Accounts Payable. The ------------------------------------------------------ amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Company and the Subsidiaries as being due to the Company or any Subsidiary and reflected on the Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor reflected on the Balance Sheet) in the ordinary course of business. There has been no material adverse change since the Balance Sheet Date in the amount or aging of the work-in- process, accounts receivable, unbilled invoices, or other debts due to the Company or any Subsidiary, or the reserves with respect thereto, or accounts payable of the Company and its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Stock Purchase Agreement (Razorfish Inc)

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Accounts Receivable; Work-in-Process; Accounts Payable. The ------------------------------------------------------ amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Company and the Subsidiaries as being due to the Company or any Subsidiary and reflected on the Balance Sheet to be delivered as provided in Section 6.3.1 represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and business, and, to the knowledge of the Stockholders, none of the accounts receivable or other debts (or accounts receivable arising from any such unbilled invoices) is or will be good and collectible in full (less subject to any counterclaim or set-off except to the amount extent of any such provision, reserve or similar adjustment therefor reflected on the Balance Sheet) in the ordinary course of businessadjustment. There has been no material adverse change since the Balance Sheet Date in the amount or aging of the work-in- process, accounts receivable, unbilled invoices, or other debts due to the Company or any SubsidiaryCompany, or the reserves with respect thereto, or accounts payable of the Company and its Subsidiaries taken as a wholeCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Paradise Music & Entertainment Inc)

Accounts Receivable; Work-in-Process; Accounts Payable. The ------------------------------------------------------ amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts debts, in each case, which are due or recorded in the records and books of account of the Company and the its Subsidiaries as being due to the Company or any Subsidiary and reflected on the Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course Ordinary Course of business Business and will be good and collectible in full the Ordinary Course of Business in accordance with the Company’s historical rates of collection of such amounts as measured over the six-month period prior to the Execution Date, and none of the accounts receivable or other debts (less or accounts receivable arising from any such work-in-process or unbilled invoices) is, or will be, subject to any counterclaim or set-off except to the amount extent of any such provision, reserve or similar adjustment therefor reflected on the Balance Sheet) in the ordinary course of businessadjustment. There has been no material adverse change since the Balance Sheet Date March 31, 2006 in the amount or aging of the work-in- in-process, accounts receivable, unbilled invoices, or other debts due to the Company or any Subsidiaryand its Subsidiaries, or the reserves with respect thereto, or accounts payable of the Company and its Subsidiaries taken as which would have a wholeMaterial Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Datawave Systems Inc)

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Accounts Receivable; Work-in-Process; Accounts Payable. The ------------------------------------------------------ amount of all work-in-process, accounts receivable, unbilled invoices (including without limitation unbilled invoices for services and out-of-pocket expenses) and other debts due or recorded in the records and books of account of the Company and the Subsidiaries Seller as being due to the Company or any Subsidiary Seller and reflected on the Balance Sheet represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and business, will be good and collectible in full (less the amount of any provision, reserve or similar adjustment therefor therefore reflected on the Balance Sheet) in the ordinary course of business, and none of the accounts receivable is or will be subject to any counterclaim or set-off except to the extent of any such provision, reserve or adjustment. There has been no material adverse change since the Balance Sheet Date in the amount or aging of the work-in- in-process, accounts receivable, unbilled invoices, or other debts due to the Company or any SubsidiarySeller, or the reserves with respect thereto, or accounts payable of the Company and its Subsidiaries taken as Seller which would have a wholeMaterial Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Versadial, Inc.)

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