Common use of Accounts Receivable Clause in Contracts

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(nn) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(ff) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and, other than as set forth in Schedule 2.23 of the Company Disclosure Letter, have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and its Subsidiaries’ past practices. The accounts receivable of the Acquired Companies that are reflected on Company and its Subsidiaries arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the Interim Balance Sheet ordinary course of business, consistent with past practices, represented or on shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the accounting records book amounts thereof, less allowances for doubtful accounts determined in accordance with GAAP consistently applied and the Company’s and the Subsidiaries’ past practices. None of the Acquired Companies accounts receivable of the Company and its Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Except for Permitted Encumbrances or as disclosed in Schedule 2.23 of the Company Disclosure Letter, no Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.23 of the Company Disclosure Letter sets forth (a) an aging of the Company’s and its Subsidiaries’ accounts receivable in the aggregate and by customer, (b) the amounts of allowances for doubtful accounts, and (c) the amounts of warranty reserves as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent Date. Warranty return provisions have been prepared in accordance with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableGAAP consistently applied.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(hh) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts To Seller’s Knowledge, all Accounts receivable of the Acquired Companies that are reflected on the Pre-Signing Balance Sheet, the Estimated Closing Balance Sheet or the Interim Audited Closing Balance Sheet or on the accounting records of the Acquired Companies Seller and the Division as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing DateDate and to Seller’s Knowledge, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Pre-Signing Balance Sheet or on the accounting records of Estimated Closing Balance Sheet or on the Acquired Companies as of the Audited Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, and in the case of reserves shown on the reserve as of the Audited Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Final Closing Date Balance Sheet than the reserve reflected in on the Interim Pre-Signing Balance Sheet represented representative of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in Material Adverse Effect with respect to the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There To Seller’s Knowledge, there is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 Section 3(t) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Pre-Signing Balance Sheet and will set forth a complete and accurate list of all Accounts Receivable as of the date of the Estimated Closing Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies MMP that are reflected on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (collectively, the "MMP Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the MMP Accounts Receivable are or will be as of the Closing Date current and collectible collectable net of the respective reserves reserve shown on the Balance Sheet or the Interim Balance Sheet MMP Financial Statements or on the accounting records of the Acquired Companies MMP as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the MMP Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet MMP Financial Statements represented of the MMP Accounts Receivable reflected therein and will not represent a material adverse change MMP Material Adverse Effect in the composition of such MMP Accounts Receivable in terms of aging). Subject to such reserves, each of the MMP Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an MMP Accounts Receivable relating to the amount or validity of such MMP Accounts Receivable. Part 3.8 of MMP shall deliver on the Disclosure Letter contains Closing Date a complete and accurate list of all MMP Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Balance Sheet or the Interim Balance Sheet or arising since the date thereof are, to the extent not paid in full by the account debtor prior to the date hereof, (a) valid and genuine, have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) not subject to valid defenses, set-offs or counterclaims, and (c) collectible within 90 days after billing at the full recorded amount thereof less, in the case of accounts receivable appearing on the Interim Balance Sheet, the recorded allowance for collection losses on the Interim Balance Sheet or, in the case of Accounts Receivable arising since the Interim Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessCompany and its Subsidiaries. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown The allowance for collection losses on the Balance Sheet or the Interim Balance Sheet or and, with respect to Accounts Receivable arising since the Interim Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Acquired Companies Company and its Subsidiaries, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing as of the Closing Date are believed by the Company to be collectible within 90 days after billing at the full recorded amount thereof net of the reserves shown on the accounting records of the Company and its Subsidiaries as of the Closing Date (which reserves are reserve shall be adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will shall not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable accounts receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingtherein). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.1(oo) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent in accordance with past practice GAAP Consistency and, in the case of the reserve as of the Closing Date, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred eighty days after the day on which it first becomes due and payable, except for any Accounts Receivable payable in installments over a longer term pursuant to written Contract which, subject to such reserves, will be paid in full without set-off, in accordance with such written contracts. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of which are included in the Acquired Companies that are Business Assets reflected on the BP Balance Sheet or arising since the Interim BP Balance Sheet Date represent bona fide amounts owed for products previously delivered or on the accounting records services previously rendered, and none of such accounts receivable represent a billing for products or services not yet delivered or rendered. All of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed accounts receivable which are included in the Ordinary Course of Business. Unless paid prior Business Assets are valid receivables and are current and, to the Closing DateBP Parties’ Knowledge, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case collections experience of the reserve BP Asset Selling Entity or the Purchased Subsidiaries, as applicable), without resort to litigation or extraordinary collection activity, within ninety (90) calendar days of the Closing Date. To the BP Parties’ Knowledge, will not represent a greater percentage none of the Accounts Receivable as BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice from an account debtor stating that any account receivable in excess of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of $50,000 is subject to any defense, setoff or counterclaim by such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, account debtor other than returns in the Ordinary Course ordinary course of Business, under any Contract with any obligor of an Accounts Receivable relating their business and subject to the amount recorded allowance for collection losses shown on the BP Balance Sheet Date. Except to the extent reserved against or validity of such Accounts Receivable. Part 3.8 reflected on the BP Financial Statements, to the Knowledge of the Disclosure Letter contains BP Parties, there is no reason why the accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries would not be collectible in the ordinary course of business consistent with past practice. The allowance for collection losses shown on the BP Balance Sheet has been determined in accordance with GAAP consistent with past practice. Set forth on Schedule 3.11 hereto is a complete and accurate list of all Accounts Receivable accounts receivable of the BP Asset Selling Entity and the Purchased Subsidiaries with respect to the Business as of the date of the Interim Balance SheetDecember 31, which list sets forth 2010 including the aging of such Accounts Receivablethereof.

Accounts Receivable. (a) All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Latest Year-End Balance Sheet or on the accounting records of October Balance Sheet, or which will be reflected on the Acquired Companies as of the Closing Date Final October Balance Sheet (collectively, the "Accounts Receivable") represent represented or (with respect to the Final October Balance Sheet) will represent valid obligations arising from sales actually made or services actually performed by the Company in the Ordinary Course of Business. Unless paid collected by the Company prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves as shown on the Latest Year-End Balance Sheet or and the Interim October Balance Sheet or and to be shown on the Final October Balance Sheet, and on the accounting records of the Acquired Companies Company as of the Closing Date (which respective dates of said Balance Sheets. Such reserves are are, and with respect to the Final October Balance Sheet will be, adequate and calculated consistent with past practice and, in the case of the reserve as of in the Closing DateFinal October Balance Sheet, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Year-End Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, except as set forth on Part 3.8(a) of the Disclosure Letter each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 180 days after the day date on which it first becomes due and payable. There Except as set forth on Part 3.8(a) to the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Account Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of included in the Closing Date Working Capital (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of in the Accounts Receivable included in the Closing DateWorking Capital, will not represent a greater percentage of the Accounts Receivable as of reflected in the Accounts Receivable included in the Closing Date Working Capital than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Exhibit 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected set forth on the Interim Balance Sheet or Sheet, and all accounts receivable arising since the Interim Balance Sheet Date, represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said accounts receivable are subject to no defenses, counterclaims or rights of setoff, except to the extent of the appropriate reserves for bad debts on accounts receivable as set forth on the accounting records of the Acquired Companies as of the Closing Date (collectivelyInterim Balance Sheet and, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course case of Businessaccounts receivable arising since the Interim Balance Sheet Date, to the extent of a reasonable reserve rate for bad debts on accounts receivable which is not greater than the rate reflected by the reserve for bad debts on the Interim Balance Sheet. Unless paid prior to As of the Closing Date, the Accounts Receivable are set forth on the Pre-Closing Balance Sheet will represent bona fide claims of Seller against debtors for sales, services performed or other charges arising on or before the date hereof, and all the goods delivered and services performed which gave rise to said accounts were delivered or performed in accordance with the applicable orders, Contracts or customer requirements. Said Accounts Receivable will be as subject to no defenses, counterclaims or rights of setoff, except to the extent of the Closing Date current and collectible net of the respective appropriate reserves shown for bad debts on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of set forth on the Pre-Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All To the extent that collections of accounts receivable of the Acquired Companies that are reflected on the Balance Sheet Company outstanding or the Interim Balance Sheet or on the accounting records of the Acquired Companies written off as of the Closing Date (collectively, the "Accounts ReceivableClosing Date Receivables") represent or will represent valid obligations arising from sales actually made or services actually performed exceed the aggregate amount included for accounts receivable due in less than 90 days in the Ordinary Course Final Closing Balance Sheet, less the bad debt reserve on the books of Businessthe Company at June 30, 1998, as such excess collections are made, Buyer shall pay the Selling Shareholders such excess collections as additional purchase price. Unless paid prior to Within fifteen (15) days after the Closing Dateend of each calendar quarter commencing with the calendar quarter ending December 31, 1998, Buyer shall provide the Accounts Receivable are or will be Selling Shareholders with a list of the accounts receivables as of the Closing Date current showing which accounts have been collected and collectible net if collections exceed the amount included for accounts receivable in the Net Current Assets on the Final Closing Date Balance Sheet, Buyer shall promptly pay the Selling Shareholders the excess, in proportion to each Selling Shareholder's ownership of the respective reserves shown Company Stock. Effective June 30, 1999, Buyer shall cause the Company to assign all uncollected Closing Date Receivables to the Selling Shareholders, without recourse, provided that to the extent that the amounts collected against the Closing Date Receivables is less than the amount included in the Final Closing Balance Sheet, less the bad debt reserve on the Balance Sheet books of the Company at June 30, 1998, the Selling Shareholders shall, prior to such transfer, pay Buyer the amount of such difference. Buyer shall cause the Company to provide the Selling Shareholders with such documentation and information as the Selling Shareholders may request to enable the Selling Shareholders to collect the accounts receivable so assigned. On June 30, 1999, Buyer may elect to retain any or all of the Interim Balance Sheet uncollected Closing Date Receivables and not assign them to the Selling Shareholders, provided that in such event Buyer shall promptly pay the Selling Shareholders the face amount of the uncollected Closing Date Receivables they elect to retain and Buyer shall have no further right to recover from the Selling Shareholders under the representation and warranty in Section 5.7 or otherwise for amounts not collected on such retained Closing Date Receivables. For purposes of this Section 2.3.5, if a customer makes payment of a Closing Date Receivable and offsets or deducts from such payment a credit for returns, volume discounts or advertising allowances, to the extent the aggregate of such offsets or deductions do not exceed the aggregate reserves for returns, volume discounts and advertising allowances on the accounting records books of the Acquired Companies as Company at June 30, 1998, the Selling Shareholders shall be entitled to payment based on the amount of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of before such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been offset or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivablededuction.

Accounts Receivable. All of the trade accounts receivable and any other similar right to receive payments arising out of sales made in the Acquired Companies that are reflected on ordinary course with respect to the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Company's business (collectively, the "Accounts Receivable") as of the Balance Sheet Date are reflected on the Balance Sheet. The Accounts Receivable of the Company reflected on the Balance Sheet, and the Accounts Receivable which are reflected in the books and records of the Company and which have arisen from the period from the Balance Sheet Date to and including the Closing Date (and such books and records accurately reflect in all material respects all Accounts Receivable which have arisen during such period), (i) have arisen or will arise solely in bona fide transactions by the Company in the ordinary course of the operation of the business, (ii) represent or will represent upon their creation, valid obligations arising from sales actually made or services actually performed due and owing to the Company, except for (A) the reserves for doubtful accounts reflected in the Ordinary Course Balance Sheet (which reserves have been established in accordance with GAAP and consistent with past practice of Business. Unless paid prior the Company) and (B) with respect to Accounts Receivable arising after the Closing Balance Sheet Date, the Accounts Receivable reserves for doubtful accounts established on the Company's books and records in accordance with GAAP and in the ordinary course of the Company's business consistent with past practice, (iii) are or will be as of on the Closing Date current enforceable in accordance with their terms, and collectible net of the respective reserves shown on the Balance Sheet (iv) are not or the Interim Balance Sheet will not be subject to any deduction, defense, set-off or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate counterclaim, and calculated further subject to normal allowances, deductions and customary discounts consistent with past practice and, in the case practices of the reserve Company. Except as set forth on Schedule 2.24(a), to the Knowledge of the Closing DateCompany and Seller, will not represent a greater percentage of there are no disputes between the Company and any account debtor with respect to any Accounts Receivable as and neither the Company nor Seller is aware of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of any such account debtor's status or condition which could impair its ability to pay its Accounts Receivable in terms of aging)accordance with their respective terms. Subject to such reservesSince October 28, each of 2001 the Company has not cancelled, compromised, settled, released, waived, written-off or expensed any Accounts Receivable either has been or will be collected in full, without accelerated the collection of any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Sorisole that are reflected specified on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (collectively, the "Sorisole Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Sorisole Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Sorisole Balance Sheet or the Sorisole Interim Balance Sheet or on the accounting records of the Acquired Companies Sorisole as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Sorisole Accounts Receivable as of the Closing Effective Date than the reserve reflected specified in the Interim Sorisole Balance Sheet represented of the Sorisole Accounts Receivable reflected specified therein and will not represent a material adverse change in the composition of such Sorisole Accounts Receivable in terms of aging). Subject to such reserves, each of the Sorisole Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under pursuant to any Contract with any obligor of an Sorisole Accounts Receivable relating to the amount or validity of such Sorisole Accounts Receivable. Part 3.8 of the Sorisole Disclosure Letter contains specifies a complete and accurate list of all Sorisole Accounts Receivable as of the date of the Sorisole Interim Balance Sheet, which list Sheet sets forth and the aging of such each Sorisole Accounts Receivable.

Accounts Receivable. All SCHEDULE 3.15 is a true, correct and complete listing and aging of the Company's accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the last day of the last full calendar month preceding the date hereof determined in accordance with GAAP consistently applied and determined in a manner consistent with the presentation in the Financial Statements. All of such accounts receivable have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts have been established by the Company and are set forth on SCHEDULE 3.15 and which reserves have been adequately reflected on, and are consistent with presentation in, the Financial Statements attached hereto on the date hereof. Promptly after the Closing Date but in no event later than thirty (collectively30) days thereafter, the "Accounts Receivable") represent or Shareholders will represent valid obligations arising from sales actually made or services actually performed deliver to Buyer a true, correct and complete listing and aging of the Company's accounts receivable as of the day immediately preceding the Closing Date determined in accordance with GAAP consistent with the presentation in the Ordinary Course Financial Statements (the "Closing Date Receivables"), to be appended as part of BusinessSCHEDULE 3.15 hereto. Unless paid prior SCHEDULE 3.15 shall be deemed amended to include such listing upon delivery to Buyer thereof. As of the Closing Date, the Accounts Receivable Closing Date Receivables have arisen in bona fide arm's length transactions in the ordinary course of business and are valid and binding obligations of the account debtors. Such accounts receivable are not subject to counterclaims or will set-offs and are collectible in full in the ordinary course of business within 120 days of the relevant invoice date, except to the extent that reserves for doubtful accounts are established by the Company and are set forth on the Financial Statements and SCHEDULE 3.15, in each case as attached hereto on the date hereof. The reserves for doubtful accounts established by the Company and reflected or to be as reflected on SCHEDULE 3.15 or on the Financial Statements have been or shall be determined in accordance with GAAP consistently applied and are and shall be consistent with the presentation in the Financial Statements, it being understood that in no event shall the reserve with respect to the Closing Date Receivables exceed 1% of the total face amount of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableReceivables.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any Accounts Receivable previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable is an Affiliate of any Acquired Entity or, to the Knowledge of any MCE Party, is involved in terms of aging)a bankruptcy or insolvency proceeding. Subject to such reservesExcept as set forth in Schedule 6.17, each of the no Accounts Receivable either has been are subject to prior assignment or will Lien. Except as reflected on the Latest Balance Sheet as would be collected in full, without any set-off, within ninety days adjusted for operations and transactions during the period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.

Accounts Receivable. All accounts receivable of the Acquired Companies Coil Tubing Technology Holding, Inc. that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc. as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim latest Balance Sheet or on the accounting records of the Acquired Companies Coil Tubing Technology Holding, Inc., as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim latest Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 2.13 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable - - Accounts Receivable Availability before Sublimit(s) Net Available Accounts Receivable after Sublimit(s) Summary & Other Assets Reserves Total Reserves Calculated before the Credit Line - Total Collateral Availability - - Suppressed Availability - - Availability before Reserves Total Credit Line 350,000,000.00 Last 90 day Collections - - Reserves Total Reserves Calculated after the Credit Line - - Total Availability after Reserves before Loan Balance and LCs - - Letter of Credit Balance As of: Loan Ledger Balance As of: Net Availability - - Additionally, the undersigned hereby certifies and represents and warrants to the Secured Parties on behalf of the Acquired Companies Borrowers that are reflected on (i) the Balance Sheet representations and warranties of each Borrower or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed its Subsidiaries contained in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are Credit Agreement or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will other Loan Documents is true and correct in all material respects (except that such materiality qualifier shall not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected be applicable to any representations or warranties that already are qualified or modified by materiality in the Interim Balance Sheet represented of the Accounts Receivable reflected therein text thereof) on and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date hereof and the date of any requested extension of credit as though made on and as of such date (except to the extent that such representations and warranties relate soley to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date, (ii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iii) all of the Interim Balance Sheetforegoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement. Authorized Signer EXHIBIT C FORM OF COMPLIANCE CERTIFICATE on Parent’s letterhead To: Xxxxx Fargo Bank, which list sets forth National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Re: Compliance Certificate dated ____________ __, 20__ Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of [June ___], 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the aging “Credit Agreement”) by and among DEX MEDIA, INC., a Delaware corporation, YP LLC, a Delaware limited liability company, XXXXXXXXXXX.XXX LLC, a Delaware limited liability company, YP ADVERTISING & PUBLISHING LLC, a Delaware limited liability company, PRINT MEDIA LLC, a Delaware limited liability company (each individually referred to as a “Borrower”, and individually and collectively, jointly and severally, referred to as the “Borrowers”), DEX MEDIA HOLDINGS, INC., a Delaware corporation (“Parent”), CERBERUS YP DIGITAL BLOCKER LLC, a Delaware limited liability company, CERBERUS YP BLOCKER LLC, a Delaware limited liability company, YP HOLDINGS LLC, a Delaware limited liability company, PRINT MEDIA HOLDINGS LLC, a Delaware limited liability company, YP INTERMEDIATE HOLDINGS CORP., a Delaware corporation, YP WESTERN HOLDINGS CORP., a Delaware corporation, YP SOUTHEAST HOLDINGS CORP., a Delaware corporation, YP MIDWEST HOLDINGS CORP., a Delaware corporation, YP CONNECTICUT HOLDINGS CORP., a Delaware corporation, PLUSMO HOLDINGS CORP., a Delaware corporation, and INGENIO HOLDINGS CORP., a Delaware corporation, as guarantors, the lenders party thereto as “Lenders” (each of such Accounts Receivable.Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Xxxxx Fargo Bank”), as administrative agent for each Secured Party, Xxxxx Fargo Bank and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as joint lead arrangers, joint book runners, and co-collateral agents, and PNC Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned Financial Officer of Dex Media, Inc., as Administrative Borrower, hereby certifies in such capacity and not in his individual capacity as of the date hereof that:

Accounts Receivable. All The Sellers have made available to Buyer a list of all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers and their Subsidiaries as of the Closing Current Balance Sheet Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the “Current Accounts Receivable are or will be as Statement”), together with an aging schedule indicating a range of the Closing Date current and collectible net days elapsed since invoice. All of the respective reserves shown such accounts receivable listed on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Current Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns Statement arose in the Ordinary Course of Business, under are carried at values determined in accordance with GAAP consistently applied (except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), and are to Sellers’ Knowledge, collectible except to the extent of reserves therefor set forth in the Current Balance Sheet for receivables arising subsequent to the Current Balance Sheet Date as reflected on the books and records of the Sellers and their Subsidiaries (which are prepared in accordance with GAAP, except that unaudited interim financial statements do not contain footnotes and other presentation items that may be required by GAAP and are subject to normal year-end audit adjustments, which are not material in amount or significance in the aggregate), in each case, except as otherwise set forth in Sellers’ Disclosure Letter. No Person other than Buyer and its affiliates has any Contract Lien on any of such accounts receivable and no request or agreement for deduction or discount has been made with respect to any obligor of an the accounts receivable. To the Knowledge of Seller, the accounts receivable set forth in the Current Accounts Receivable relating Statement and other debts arising therefrom are not subject to any counterclaim or set-off and there are no claims or disputes with regard to any such accounts receivable except to the amount or validity of such Accounts Receivable. Part 3.8 extent of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of reserves reflected on the date of the Interim Current Balance Sheet. Since the Current Balance Sheet Date, which list sets forth the aging of such Accounts ReceivableSellers have not made any change in their credit policies, nor have they materially deviated therefrom.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts Receivable"“ACCOUNTS RECEIVABLE”) represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Year-end Balance Sheet represented of representing the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90-days after of the day on which it first becomes due and payabledate of invoice (except in the case of foreign accounts receivable, within 120-days of the date of invoice). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetAgreement, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on included in the Balance Sheet or the Interim Year-end Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date or the Preliminary Balance Sheet (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations accounted for in accordance with GAAP applied on a basis consistent with that used in the preparation of the Financial Statements arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the All such Accounts Receivable are or on the Preliminary Balance Sheet will be as of the Closing Date current and collectible or have been collected, net of the respective reserves shown on the Preliminary Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Sheet, within 90 days following the Closing Date (which Date. The reserves maintained by the Company are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Year-end Balance Sheet represented of representing the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheethereof, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All Schedule 3.7 is an Accounts Receivable Aging Report which shows (i) the accounts receivable of the Acquired Companies, (ii) the name of each account debtor, (iii) the aging of each account receivable and the nature of the transaction in which it arose if other than an account receivable arising in the ordinary course of business and (iv) a list of the provisions for reserves for doubtful accounts receivable or write-offs of accounts receivable made by the Companies that are reflected since December 31, 1999. Except as set forth on Schedule 3.7 hereto, the accounts receivable of the Companies represent bona fide indebtedness incurred by account debtors and arose in the ordinary course of business. Since the Latest Balance Sheet or Date, except as set forth on Schedule 3.7 hereto, (i) no event has occurred that would, under practices in effect when the Interim Latest Balance Sheet or on Sheets were prepared, require an increase in the accounting records reserves for any accounts receivable and (ii) to the Knowledge of the Acquired Companies as of the Closing Date (collectivelyStockholder, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course of Business, under any Contract off with any obligor of an Accounts Receivable account debtor relating to the amount or validity of such Accounts Receivableany account receivable other than those which do not exceed, in the aggregate, the reserve for uncollectible accounts contained in the Latest Balance Sheets. Part 3.8 The Companies have good and marketable title to their respective accounts receivable reflected on the Latest Balance Sheets and to each of the Disclosure Letter contains a complete accounts receivable that arose after the Latest Balance Sheet Date, free and accurate list clear of all Accounts Receivable as of the date of the Interim Balance SheetLiens, which list sets except for Liens set forth the aging of such Accounts Receivableon Schedule 3.7 hereto.

Accounts Receivable. All accounts receivable of the Acquired Companies that are Except as set forth on Schedule 6.17, all Accounts Receivable reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on the accounting records of the Acquired Companies date thereof and existing as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent are due and valid obligations arising from sales actually made Claims against account debtors for goods or services actually performed in the Ordinary Course of Business. Unless paid prior delivered or rendered, collectible and subject to no defenses, offsets or counterclaims, except to the Closing Dateextent reserved against on the Latest Balance Sheet, as would be adjusted for operations and transactions during the Accounts Receivable are or will be as period after the date of the Latest Balance Sheet through the Closing Date current in accordance with the past custom and collectible net practice of the respective reserves shown Acquired Entities. The Acquired Entities have good and valid title to such Accounts Receivable free and clear of all Liens except Permitted Liens. No Acquired Entity has any obligation pursuant to any rule or regulation of any Governmental Authority (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any Accounts Receivable previously collected. All Accounts Receivable of the Acquired Entities reflected on the Latest Balance Sheet or accrued after the Interim Balance Sheet or on date thereof arose in the accounting records ordinary course of business. None of the Acquired Companies as obligors of such receivables has refused or given written notice that it refuses to pay the full amount thereof and none of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition obligors of such Accounts Receivable in terms is an Affiliate of aging). Subject to such reservesany Acquired Entity or, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount Knowledge of any Contributor, is involved in a bankruptcy or validity of such insolvency proceeding. Except as set forth in Schedule 6.17, no Accounts ReceivableReceivables are subject to prior assignment or Lien. Part 3.8 of Except as reflected on the Disclosure Letter contains a complete Latest Balance Sheet as would be adjusted for operations and accurate list of all Accounts Receivable as of transactions during the period after the date of the Interim Latest Balance SheetSheet through the Closing Date in accordance with the past custom and practice of the Acquired Entities, which list sets forth the aging of such Accounts Receivableno Acquired Entity has incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each Seller has no knowledge of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Seller has delivered to Buyer a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the NSL Acquired Companies that are reflected on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (collectively, the "NSL Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the NSL Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the NSL Balance Sheet or the NSL Interim Balance Sheet or on the accounting records of the NSL Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the NSL Accounts Receivable as of the Closing Date than the reserve with respect to the NSL Accounts Receivable as reflected in the NSL Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such NSL Accounts Receivable in terms of aging). Subject to such reserves, each of the NSL Accounts Receivable either has been or or, to the Knowledge of NSL and Seller, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an NSL Accounts Receivable relating to the amount or validity of such NSL Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter contains a complete and accurate list of all NSL Accounts Receivable as of the date of the NSL Interim Balance Sheet, which list sets forth the aging of such NSL Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid ------------------- obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a materially greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been is or will be collected in full, collectible without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet, or in the Company Closing Financial Certificate, as the case may be. Allowances for doubtful accounts, sales return reserves and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s and the Subsidiaries’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate. The accounts receivable of the Acquired Companies that are reflected on Company and the Subsidiaries arising after the Company Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and before the Closing Date (collectively, the "Accounts Receivable") represent or as will represent valid obligations arising from sales actually made or services actually performed be reflected in the Ordinary Course Company Closing Financial Certificate arose or shall arise in the ordinary course of Business. Unless paid prior to the Closing Datebusiness, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andpractices, represented or shall represent bona fide claims against debtors for sales and other charges, less allowances for doubtful accounts, sales return reserves and warranty returns determined in accordance with GAAP consistently applied and the case Company’s and the Subsidiaries’ past practices which are or shall be sufficient to provide for any losses which may be sustained on realization of the reserve as receivables. None of the Closing Date, will not represent a greater percentage accounts receivable of the Accounts Receivable as Company and the Subsidiaries is subject to any claim of offset, recoupment, setoff or counter-claim, and the Closing Date Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by the Company or any Subsidiary of any obligation or Contract other than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein normal warranty repair and will not represent a material adverse change in the composition replacement. No Person has any lien on any of such Accounts Receivable in terms of aging). Subject to such reservesaccounts receivable, each of the Accounts Receivable either and no agreement for deduction or discount has been or will be collected in full, without made with respect to any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivableaccounts receivable. Part 3.8 Schedule 2.20 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth an aging of the date Company’s and the Subsidiaries’ accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts, sales return reserves and warranty returns. Schedule 2.20 of the Interim Balance Sheet, which list Disclosure Letter sets forth such amounts of accounts receivable of the aging Company and the Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such Accounts Receivableclaims.

Accounts Receivable. All accounts receivable receivable, net of allowances for doubtful accounts, of the Acquired Companies Company that are reflected on in the Balance Sheet Financial Statements or the Interim Balance Sheet or on in the accounting records of the Acquired Companies Company as of the Closing Date (collectively, collectively the "Accounts Receivable") represent or and, at the Closing, will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or and at the Closing will be as of the Closing Date current and collectible net collectible, in full, subject to no offsets or defenses, except for the amount of the any respective reserves shown on in the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Financial Statements (which reserves are adequate and calculated in accordance with GAAP and consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such stated reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due Closing. Sellers agree that in the event that for any reason whatsoever Buyer, utilizing normal and payable. There is no contestreasonable collection efforts, claimshall not collect the full face amount of each and every account receivable included in the Financial Statements, within one hundred twenty (120) days following the Closing, Sellers shall, within fifteen (15) days following Buyer's request, from time to time, jointly and severally reimburse and indemnify Buyer for the full uncollected portion thereof, or right Buyer shall have the right, at its option, to be reimbursed from the Escrow Amount or otherwise offset the amount of set-offsuch uncollected receivable. In the event that Buyer collects any portion of a receivable for which Buyer previously received indemnity from Sellers or reimbursement from the escrow, other than returns or offset amounts otherwise owing Sellers, Buyer shall promptly remit such payment to Sellers. For any and all accounts receivable for which Buyer is reimbursed out of the Escrow Amount, or otherwise, Buyer shall thereafter assign such receivable back to Sellers. During the period any amounts are held in Escrow pursuant to Section 1.4 hereof, the Ordinary Course of Business, under any Contract with any obligor of an Company shall provide a weekly Accounts Receivable relating summary in writing to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableSellers.

Accounts Receivable. All The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies that are reflected on Company arising after the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of Date and before the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed arose in the Ordinary Course ordinary course of Business. Unless paid prior to the Closing Datebusiness, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice andpractices, and represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the case book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices, which are or shall be sufficient to provide for any losses which may be sustained on realization of the reserve as receivables. The Company has not received any written notice that any accounts receivable of the Closing DateCompany is subject to any claim of offset, will not represent a greater percentage recoupment, setoff or counter-claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No accounts receivable are contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. Except as set forth on Schedule 2.13 of the Accounts Receivable as Company Disclosure Letter, no Person has any lien on any of such accounts receivable, and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 2.26 of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Company Disclosure Letter contains a complete and sets forth an accurate list of all Accounts Receivable the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the date of the Interim Balance SheetJuly 31, which list sets forth the aging of such Accounts Receivable2013.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness consistent with past practice. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and prepared in accordance with GAAP calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day date on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 Schedule 4.2(k) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. None of the Accounts Receivable is contingent upon the performance by Company of any material obligation or Contract, and no Contract for material deduction or material discount has been made with respect to any of such Accounts Receivable. No Person has any encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are The Accounts Receivable reflected on the Balance Sheet or the Interim Balance Sheet and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business of Seller; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, are, to the Knowledge of the Closing Date (collectivelySeller, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed collectible in full in the Ordinary Course of BusinessBusiness of Seller. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves The reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of the Closing Date (which reserves are adequate and calculated consistent with past practice and, disclosures normally made in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablefootnotes. There is no contest, claim, defense or right of set-offsetoff, other than returns or warranty claims in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Schedule 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible fully collectible, net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve any reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than any reserves reflected on the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein therein, and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, to the Knowledge of the Company and Sellers, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 90 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. There are no outstanding returns or credits of any nature which are not set forth on the Balance Sheet.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed or to be performed in the Ordinary Course of Business. Unless Except as disclosed in Part 3.8 of the Disclosure Letter, unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingpractice). Subject to such reserves, each of the Accounts Receivable either has been collected or will be collected is collectible in full, without any set-off, within . Within ninety days after the day on which it each Accounts Receivable first becomes due and payable, ninety percent (90%) of the Accounts Receivable are collectible. There Except as disclosed in Part 3.8 of the Disclosure Letter, to the Knowledge of the Company and the Owners, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Company has delivered a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. To the Knowledge of the Company and the Owners, said list was complete and accurate as of such date.

Accounts Receivable. All accounts receivable of the Acquired Companies KRI that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies KRI as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies KRI as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-offoff or discount, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Lalande Acquired Companies that are reflected on the Balance Sheet or the Lalande Interim Balance Sheet or on the accounting records of the Lalande Acquired Companies as of the Closing Date (collectively, the "Lalande Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Lalande Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Lalande Interim Balance Sheet or on the accounting records of the Lalande Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Lalande Accounts Receivable as of the Closing Date than the reserve with respect to the Lalande Accounts Receivable as reflected in the Lalande Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Lalande Accounts Receivable in terms of aging). Subject to such reserves, each of the Lalande Accounts Receivable either has been or or, to the Knowledge of Lalande and Seller, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an a Lalande Accounts Receivable relating to the amount or validity of such Lalande Accounts Receivable. Part 3.8 4.7 of the Disclosure Letter contains a complete and accurate list of all Lalande Accounts Receivable as of the date of the Lalande Interim Balance Sheet, which list sets forth the aging of such Lalande Accounts Receivable.

Accounts Receivable. All (a) Except as may be otherwise reflected on EXHIBIT 3.7, all accounts ----------- receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising ------------------- from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented does of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, contest or claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter EXHIBIT 3.7 hereof contains a complete and accurate list ----------- of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, collectively the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the The Accounts Receivable are or will be as of the Closing Date current and will be collectible net of the respective reserves shown on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after following the day on which it first becomes due and payableClosing Date provided that the Company uses its Best Efforts to collect such Accounts Receivable during such period. There Except as set forth in Part 3.8 of the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns and customer claims for adjustment in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All 10.8.1 Save for Permitted Customer Claims, all notes and accounts receivable of the Acquired Companies that are reflected on properly in the Balance Sheet Accounts, the Management Accounts or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Completion Date (collectively, the "Accounts Receivable") and represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or Such notes and accounts receivable will be as of the Closing Completion Date be current and collectible and, so far as the Seller is aware, collectible, net of the respective reserves shown on reserve set forth in the Balance Sheet corresponding line items in the Accounts or the Interim Balance Sheet Management Accounts or on the accounting records of the Acquired Companies as of the Closing Date Completion Date, as the case may be (which reserves are adequate and have been calculated consistent with the past custom and practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of agingAcquired Companies). Subject to such reserves, so far as the Seller is aware, each of the Accounts Receivable such note and account receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day date on which it first becomes due and payable. There Save for Permitted Customer Claims, there is no contest, claim, defence or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivablenote or account receivable. Part 3.8 No Acquired Company has agreed to any deduction, free goods or services, discount or other deferred price or quantity adjustment with respect to any of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableits notes or accounts receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet Financial Statements or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet Financial Statements or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 2.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are ------------------- reflected on the Balance Sheet or the Interim Balance Sheet Closing Date Financial Statements or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Closing Date Financial Statements or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet Closing Date Financial Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred fifty (150) days after the day on which it first becomes due and payable. There To the Knowledge of Sellers, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part SCHEDULE 3.8 of the Disclosure Letter Schedule contains a complete and accurate ------------ list of all Accounts Receivable as of the date of the Interim Balance SheetDecember 31, 1997, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable Schedule 2.1(b) sets forth an accurate list of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Receivables, an aging of the Acquired Companies Receivables in the aggregate as of the Closing Date (collectively, close of business the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of business day before the Closing Date current and collectible net the identity and address of the respective party from whom such receivable is owing. The Acquired Receivables arose in the ordinary course of business, consistent with past practices, represented bona fide claims against obligors for sales and other charges, and to the knowledge of Seller, except to the extent included in the reserves shown on for doubtful or uncollectible accounts in the Balance Sheet calculation of Closing Net Working Capital, are collectible in the ordinary course of business. Except to the extent expressly included in the reserves for doubtful or uncollectible accounts reflects in the Interim Balance Sheet or on the accounting records calculation of Closing Net Working Capital, none of the Acquired Companies as Receivables are subject to any claim of the Closing Date (which reserves are adequate and calculated consistent with past practice andoffset, in the case of the reserve as of the Closing Daterecoupment, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been setoff or will be collected in full, without any setcounter-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable agreements relating to a right of return, and Seller has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could reasonably be expected to give rise to any such claim. Except as set forth in Schedule 4.9, no Person has any Encumbrance on any of Acquired Receivables and none of the amount Acquired Receivables are subject to prior assignment and no agreement for deduction or validity discount has been made with respect to any of such Accounts ReceivableAcquired Receivables, other than agreements relating to a right of return. Part 3.8 Except as set forth in Schedule 4.9, none of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as obligors of the date Acquired Receivables have refused or given notice that it refuses to pay the full amount thereof, and none of the Interim Balance Sheet, which list sets forth the aging obligors of such Accounts ReceivableAcquired Receivables is an Affiliate of Seller. Anything contained in this Agreement to the contrary notwithstanding, no representation or warranty is given with respect to the Navarre Receivables.

Accounts Receivable. All Eighty-five percent (85%) in amount of the accounts receivable of the Acquired Companies each Selling Party that are reflected on the respective Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies such Selling Party as of the Closing Effective Date from insurance companies which are no more than one hundred and twenty days old (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Effective Date, the Accounts Receivable are or will be as of the Closing Effective Date current and, to the knowledge and belief of Sellers and the Owners, collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers as of the Closing Effective Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Effective Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Effective Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or or, to the knowledge and belief of Sellers and the Owners, will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 5.33 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected collectable in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable The Accounts Receivable (i) have arisen (and will have arisen prior to the Closing Date) in bona fide transactions, (ii) are (and as of the Acquired Companies that are Closing Date will be) valid claims against account debtors for goods or services delivered or rendered, subject to no defenses, offsets or counterclaims, except for the reserves related thereto reflected on the Balance Sheet or in accordance with GAAP (the Interim Balance Sheet or on “Reserves”), and (iii) subject to the accounting records of the Acquired Companies as of the Closing Date (collectivelyReserves, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed are collectible in the Ordinary Course of Businessordinary course and/or subject to agreements related thereto pertaining to extended, negotiated payment as set forth in Schedule 4.6. Unless paid All Accounts Receivables arose (and will have arisen prior to the Closing Date) in the ordinary course of business and none of the obligors of such receivables have refused or given notice that they refuse to pay the full amount thereof. Except as set forth on Schedule 4.6, no receivables are subject to prior assignment, claim or other Lien. Seller does not have any Liability for any refunds, allowances, returns or discounts in respect of products or services manufactured, processed, distributed, shipped, rendered, provided or sold by it or for its account, in each case except to the Accounts Receivable are or will be extent of the Reserves and except as otherwise incurred in the ordinary course of business, consistent with past practice, and reflected on the Closing Date current Balance Sheet. Where receivables arose out of secured transactions, all financing statements and collectible net other instruments required to be filed or recorded to perfect the title or security interest of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate Seller have been properly filed and calculated consistent with past practice and, in the case of the reserve as of recorded. After the Closing Date, Seller will not represent a greater percentage of the Accounts Receivable as of have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables collected by Seller prior to the Closing Date than and, to the reserve knowledge of Seller, Purchaser will not have any obligation (whether in bankruptcy or insolvency proceedings or otherwise) to repay any receivables reflected in on the Interim Closing Date Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days which Purchaser collects after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableClosing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, hereinafter collectively sometimes called the "Accounts Receivable"" in this Section 3.1(i)) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred twenty (120) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 3.1(i) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are The Accounts Receivable reflected on the Balance Sheet or the Interim Balance Sheet and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the rendering of services in the Ordinary Course of Business; (b) constitute only valid, undisputed claims of Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business of Seller; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, are, to the Knowledge of the Closing Date (collectivelySeller, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed collectible in the Ordinary Course of BusinessBusiness of Seller. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves The reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, have been determined in accordance with Applicable Accounting Principles, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. To the Closing Date (which reserves are adequate and calculated consistent with past practice andKnowledge of Seller, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, defense or right of set-offsetoff, other than returns or warranty claims in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter Schedule 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet or the Interim Company Latest Balance Sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "Accounts Receivable") represent or and will represent valid obligations arising from sales actually made or services actually performed receivables and were incurred in the Ordinary Course of BusinessBusiness for bona fide products delivered or services rendered. Unless To the Knowledge of the Company, unless paid prior to the Closing Date, the Accounts Receivable accounts receivable are current and have been or will be as of the Closing Date current and collectible collected in full, net of the respective reserves shown on the Balance Sheet or the Interim Company Latest Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Company and its Subsidiaries (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable accounts receivable as of the Closing Date than the reserve reflected in the Interim Company Latest Balance Sheet represented of for the Accounts Receivable accounts receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable accounts receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable accounts receivable relating to the amount or validity of such Accounts Receivableaccounts receivable. Part 3.8 No notice has been received from any account debtor that any amount of such accounts receivable are subject to any pending or threatened dispute, set-off, discount or counterclaim of any kind, other than consistent with past practices pursuant to reserve methodologies customarily used by the Company. Schedule 5.9 of the Company Disclosure Letter Schedule contains a complete and accurate list detailed aging of all Accounts Receivable accounts receivable by customer and invoice both as of the date of the Interim Company Latest Balance SheetSheet and as of the date of this Agreement, which list sets forth the aging of including any reserves taken with respect to such Accounts Receivablecustomers and invoices.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and and, to the Knowledge of Sellers, collectible net of the respective reserves shown on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent in accordance with past practice GAAP Consistency and, in the case of the reserve as of the Closing Date, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or or, to the Knowledge of Sellers, will be collected in full, without any set-off, within ninety one hundred eighty (180) days after the day on which it first becomes due and payable. There To the Knowledge of Sellers, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.9 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSheet Date, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred fifty (150) days after the day on which it first becomes due and payable. There To the Knowledge of Sellers, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Buyer agrees to assign to Sellers any Accounts Receivable as of that is not collected within the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableforegoing one hundred fifty (150) day period.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Target Balance Sheet or arose in the Interim Balance Sheet or on the accounting records ordinary course of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated business consistent with past practice and, and have been collected or are collectible in the case book amounts thereof, less the allowance for doubtful accounts and returns provided for in such balance sheet. Allowances for doubtful accounts and returns are adequate and have been prepared in accordance with the past practices of the reserve as Target. The accounts receivable of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days Target arising after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Target Balance SheetSheet and prior to the date hereof arose, which list sets and the accounts receivable arising prior to the Effective Time will arise, in the ordinary course of business and have been collected or are collectible for cash within ninety (90) days from the date such receivable was or is created in the book amounts thereof, less allowances for doubtful accounts and returns determined in accordance with the past practices of Target. Except as set forth in Section 2.7 of the aging Target Disclosure Schedule, none of the accounts receivable are subject to any material claim of offset or recoupment, or counterclaim and, to Targets Knowledge, any specific facts that would be reasonably likely to give rise to any such claim. Except as set forth in Section 2.7 of the Target Disclosure Schedule, no material amount of accounts receivable are contingent upon the performance by Target of any obligation. No agreement for deduction or discount has been made with respect to any accounts receivable. Credits, returns and rebates shall not constitute payment of accounts receivable. In determining whether there has been any nonpayment of any account receivable, all payments received from any account debtor shall, unless otherwise specified by such account debtor, be first applied to the oldest outstanding account receivable of such Accounts Receivableaccount debtor until all accounts receivable of such account debtor have been paid in full in cash.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part Section 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All Except as set forth in Part 3.8 of the Disclosure Letter, all accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no known contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made made, vendor credits, or services actually performed other receivables related to leases in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Account Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor debtor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.8 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material an adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablepayable or with respect to receivables from Governmental Bodies or collected through insurance carriers, within 180 days after the day on which it first becomes due and payable provided, however, that no representation is made as to any Accounts Receivable owed by Purchaser. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Premier Power and its Subsidiaries that are reflected on the Balance Sheet Premier Power’s and its Subsidiaries’ balance sheets or the Interim Balance Sheet interim balance sheets or on the accounting records of the Acquired Companies Premier Power and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Premier Power and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.26 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetinterim balance sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a A complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable, has been furnished to Buyer.

Accounts Receivable. All accounts receivable Accounts Receivable Balance per Aging Report Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 2) Eligible Accounts Receivable Accounts Receivable Availability before Sublimit(s) Net Available Accounts Receivable after Sublimit(s) Inventory Inventory Balance Assigned To Xxxxx Fargo Capital Finance Less Ineligibles (detailed on page 3) Eligible Inventory Inventory Availability before Sublimit(s) Available Inventory after Sublimit(s) INV to AR Ratio Net Available Inventory after INV to AR Ratio Cap Summary & Other Assets Cap EX Purchase Price Assigned to Xxxxx Fargo Capital Finance Cap Ex Line Advance Rate Availability from Cap EX Line of Credit Cap EX Line of Credit Sub-Limit Eligible Cap Ex Line of Credit Reserves Total Reserves Calculated before the Acquired Companies that are reflected on Credit Line Total Collateral Availability Suppressed Availability Availability before Reserves Total Credit Line Reserves Total Reserves Calculated after the Credit Line Total Availability after Reserves before Loan Balance Sheet or the Interim and LCs Letter of Credit Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelyAs of: Loan Ledger Balance As of: Net Availability Additionally, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior undersigned hereby certifies and represents and warrants to the Closing Date, the Accounts Receivable are or will be as Lender Group on behalf of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Borrower that (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the Interim Balance Sheeteffective date of any advance, which list sets continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the aging requirements of the Credit Agreement. List of attachments with this Borrowing Base Certificate: Authorized Signer Page 2 - Accounts Receivable Availability Detail Page 2b - Accounts Receivable Concentrations Page 2c - Accounts Receivable Dilution Page 3 - Inventory Availability Detail EXHIBIT C-1 FORM OF COMPLIANCE CERTIFICATE [on Borrower’s letterhead] To: Xxxxx Fargo Bank, National Association 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Compliance Certificate dated ____________ __, 201_ Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of May 17, 2013 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Medical Action Industries Inc., as borrower (“Borrower”), the lenders party thereto as “Lenders” (each of such Accounts Receivable.Lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”), and Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to Section 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby certifies as of the date hereof that:

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable The receivables shown on the balance sheet of the Acquired Companies that are reflected Company on the Balance Sheet Date arose in the ordinary course of business consistent with past practice, and have been collected or are collectible in the Interim book amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the balance sheet of Company on the Balance Sheet or on Date. Allowances for doubtful accounts and warranty returns are adequate and have been prepared in accordance with GAAP consistently applied. The receivables of Company arising after the accounting records of the Acquired Companies as of the Closing Balance Sheet Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid and prior to the Closing Date arose in the ordinary course of business, consistent with past practice, and have been collected or are collectible in the book amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied. The receivables of Company are not subject to any material claim of offset, recoupment, setoff or counter-claim (for which an adequate allowance or reserve has not been established and shown on the balance sheet of Company on the Balance Sheet Date, ) and there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of receivables are contingent upon the Accounts Receivable are performance by Company of any obligation or will be contract other than normal warranty repair and replacement. No person has any lien on any receivables of Company (except Permitted Liens). Except as of the Closing Date current and collectible net of the respective reflected in allowances or reserves shown on the balance sheet of Company on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage no agreement for deduction or discount has been made with respect to the receivables of Company. SCHEDULE 2.24 indicates the Accounts Receivable as amounts of allowances for doubtful accounts and warranty returns. SCHEDULE 2.24 sets forth such amounts of accounts receivable which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the Closing Date than last year, including the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein type and will not represent a material adverse change in the composition amounts of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableclaims.

Accounts Receivable. All accounts receivable of the Acquired Companies Company and its Subsidiaries that are reflected on the Balance Sheet Company’s balance sheet or interim balance sheet included in the Interim Balance Sheet SEC Reports or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet balance sheet or the Interim Balance Sheet interim balance sheet or on the accounting records of the Acquired Companies Company and its Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet interim balance sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, full without any set-off, within ninety days after the day on which it first must becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract agreement and/or contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Most Recent Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. The Company has no reason to believe that the Accounts Receivable as of the Closing Date will not be collectible, subject to the reserve provided therefor in the Financial Statements, without resort to litigation or extraordinary collection activity consistent with past practices. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Most Recent Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (Date, which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Most Recent Balance Sheet represented of for the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract Customer Contract, with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.17 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Most Recent Balance Sheet, which list sets forth the aging of such Accounts Receivable. Schedule 3.17(a) identifies those receivables which have been outstanding for more than 180 days.

Accounts Receivable. All accounts receivable of the Acquired Companies that are The Accounts Receivable reflected on the Balance Sheet or the Interim Balance Sheet and the Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of Seller not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business of Seller; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business, are, to the Knowledge of the Closing Date (collectivelySeller, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed collectible in full in the Ordinary Course of BusinessBusiness of Seller. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves The reserve for bad debts shown on the Balance Sheet or the Interim Balance Sheet or or, with respect to Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies as Business have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of the Closing Date (which reserves are adequate and calculated consistent with past practice and, disclosures normally made in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablefootnotes. There is no contest, claim, defense or right of set-offsetoff, other than returns or warranty claims in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable Section 2.4(c) of the Acquired Companies Disclosure Schedule sets forth, as of the date of this Agreement (or such other time as is specified in Section 2.4(c) of the Disclosure Schedule, which shall be no earlier than the close of business on the day that are is two (2) Business Days prior to the date hereof): (i) an accurate and complete breakdown of all accounts receivable, notes receivable and other receivables of the Company and its Subsidiaries (the “Accounts Receivable”); and (ii) the aging of such Accounts Receivable from the date of invoice. Except as set forth in Section 2.4(c) of the Disclosure Schedule, all Accounts Receivable (including those Accounts Receivable reflected on the Balance Sheet or the Unaudited Interim Balance Sheet that have not yet been collected): (A) represent sales actually made in the ordinary course of business; (B) constitute only valid, undisputed claims of the Company and its Subsidiaries not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business; (C) subject to a reserve for bad debts shown on the Unaudited Interim Balance Sheet or, with respect to Accounts Receivable arising after the date of the Unaudited Interim Balance Sheet, on the accounting records of the Acquired Companies as of the Closing Date (collectivelyCompany and its Subsidiaries, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed are collectible in full in the Ordinary Course ordinary course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated business consistent with past practice and, in practice; (D) do not represent obligations for goods sold on consignment; and (E) are not the case subject of any formal Legal Proceeding brought by or on behalf of the reserve as Company or any of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)its Subsidiaries. Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of Since the date of the Unaudited Interim Balance Sheet, which list sets forth the aging Company and its Subsidiaries have collected their respective Accounts Receivable in the ordinary course of business and have not accelerated any such Accounts Receivablecollections.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Purchased Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of Financial Statements or for the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days period after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance Sheet, in the Books and Records, or on the Seller Working Capital Statement and were the result of bona fide transactions in the ordinary course of business consistent with past practice. The Purchased Accounts Receivable are not subject to any dispute, offset or Xxxx-Xxxxx, except those Xxxx-Xxxxx reflected in an amount in the aggregate which list sets is equal to or less than the reserve thereof set forth in the aging Financial Statements, or for the period after the date of such the Latest Balance Sheet, in the Books and Records or on the Seller’s Working Capital Statement. Except as set forth on the Seller’s Working Capital Statement, no discount or allowance has been granted with respect to any of the Purchased Accounts Receivable, and Seller has no obligation to accept any returns from, or make allowances to, any customer with respect to any existing transaction other than in the ordinary course of business consistent with past practice. As of the dates of each of the Latest Balance Sheet and the Seller Working Capital Statement, the Purchased Accounts Receivable set forth on the Latest Balance Sheet and the Seller’s Working Capital Statement, as applicable (i) reflect all of the then accounts receivable related to the Joe’s Business other than the Excluded Accounts Receivable; and (ii) do not include any accounts receivable related to the Xxxxxx Business. None of the accounts receivable for the Joe’s Business are accounted for in the books and records of the Xxxxxx Business.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, and except as set forth in Part 4.8 of the Primal Disclosure Letter, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 4.8 of the Primal Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or arose in the Interim ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or, to the Company’s Knowledge, are collectible in full within ninety (90) days in the recorded amounts thereof, less an amount not in excess of the allowance for doubtful accounts provided for in the Balance Sheet. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the receivables. The accounts receivable of the Company arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the recorded amounts thereof, less allowances for doubtful accounts and warranty returns determined in accordance with GAAP consistently applied and the Company’s past practices which are or shall be sufficient to provide for any losses which may be sustained on the accounting records collection of the Acquired Companies receivables. None of the accounts receivable of the Company is subject to any claim of offset, recoupment, setoff, or counter claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No amount of accounts receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. The Company does not have any obligation pursuant to any Legal Requirement of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any receivables previously collected. None of the obligors of the accounts receivable have given written notice to the Company that they refuse to pay the full amount thereof, and none of the obligors of such accounts receivable are an Affiliate of the Company. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case, as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Agreement Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject Schedule 2.26 to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as sets forth such amounts of the date of Receivables that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the Interim Balance Sheetlast year, which list sets forth including the aging type and amounts of such Accounts Receivableclaims. Such Receivables are collectible in the amounts shown on Schedule 2.26 to the Disclosure Letter, net of any allowances for doubtful accounts reflected therein.

Accounts Receivable. (a) All accounts receivable of the Acquired Realty One Companies that are reflected on the 1996 Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of the Acquired Realty One Companies as of the Closing Date Effective Time including without limitation the Gross Commissions Receivable and the Commercial Brokerage Division Gross Receivables (collectively, the "Accounts Receivable") subject to the Allowance for Cancellations and the Commercial Brokerage Division Allowance for Uncollectibles for such Accounts Receivable represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. (Such Accounts Receivable that represent commission revenue include that portion of the commission that will become due and owing, upon collection, to third parties and to sales agents, such amount reflected by a corresponding commission payable.) Unless paid prior to the Closing DateEffective Time, the Accounts Receivable are or will be as of the Closing Date current and Effective Time collectible net of the respective reserves Allowance for Cancellations and Commercial Brokerage Division Allowance for Uncollectibles shown on the Projected Closing Combined Balance Sheet or the Interim Balance Sheet or and on the accounting records of the Acquired Realty One Companies as of the Closing Date (which reserves Effective Time. The Allowances for and Commercial Brokerage Division Allowance for Uncollectibles are adequate and calculated consistent with past practice and, in the case of the reserve Allowance for Cancellations and Commercial Brokerage Division Allowance for Uncollectibles, respectively, as of the Closing DateEffective Time, will not represent a greater percentage of the Accounts Receivable an amount as of the Closing Date Effective Time not less than the reserve reflected in the Interim Balance Sheet represented twenty-one percent of the Accounts Gross Commissions Receivable reflected therein nor less than 26.10% of the Commercial Brokerage Division Gross Receivables, respectively, and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). There are no reserves for Accounts Receivable arising from FOM, FOE and CRM. Subject to such reservesAllowance for Cancellations and Commercial Brokerage Division Allowance for Uncollectibles, each of the Accounts Receivable either has been or will be collected in full, without any set-off, but subject to deductions for the corresponding commissions payable, within ninety days after the day on which it first becomes due and payable. There To the Knowledge of the Sellers, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 To the extent of any indemnity claims paid by Sellers under Article 10 arising upon from a Breach of the Disclosure Letter contains a complete representations and accurate list of all warranties contained in this Section 3.8, the Realty One Companies will transfer and assign to Sellers, in accordance with their pre-Effective Time percentage interest in the payee, without recourse, the uncollected Accounts Receivable as the non payment of which created the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableBreach.

Accounts Receivable. All Except for contract withholds and other unbilled receivables (which are addressed below), the accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or in the Interim Balance Sheet of Wyle, and all accounts receivable arising since the date of such Interim Balance Sheet, represent bona fide claims of Wyle against debtors for sales, services performed or other charges arising on or before the accounting records of date hereof, and all the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent goods delivered and services performed which gave rise to said accounts were delivered or will represent valid obligations arising from sales actually made or services actually performed in accordance with the Ordinary Course of Businessapplicable orders, Contracts or customer requirements. Unless paid prior to the Closing Date, the Accounts Receivable are or will be The reserves on accounts receivable as of the Closing Date current and collectible net of the respective reserves shown set forth on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice Wyle and, in the case of accounts receivable arising since the reserve as date of the Closing Datesuch Interim Balance Sheet, will not represent a greater percentage commercially a reasonable reserve on accounts receivable in respect of the Accounts Receivable as of the Closing Date than the reserve Wyle. The contract withholds and other unbilled receivables reflected in the Interim Balance Sheet represented of Wyle fairly and accurately present the Accounts Receivable reflected therein and will not represent a material adverse change in the composition amount of such Accounts Receivable in terms of aging). Subject to such reserveswithholds and unbilled receivables, each of and all contract withholds and other unbilled receivables reflected on the Accounts Receivable either has been Wyle Interim Balance Sheet or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of arising since the date of the Interim Balance Sheet, Sheet of Wyle are subject to the completion (by Wyle prior to the Effective Time and by Surviving Corporation after the Effective Time) of the Contracts to which list sets forth the aging of such Accounts Receivablecontract withholds and other unbilled receivables relate in accordance with their respective terms.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Account Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor debtor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.8 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, except as set forth on Schedule 2.8, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject Except as set forth in Schedule 2.8, subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-offsetoff, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains Schedule 2.8 sets forth a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the DLT Acquired Companies that are reflected on the DLT Balance Sheet or the DLT Interim Balance Sheet or on the accounting records of the DLT Acquired Companies as of the Closing Date (collectively, the "DLT Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the DLT Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the DLT Balance Sheet or the DLT Interim Balance Sheet or on the accounting records of the DLT Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the DLT Accounts Receivable as of the Closing Date than the reserve with respect to the DLT Accounts Receivable as reflected in the DLT Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such DLT Accounts Receivable in terms of aging). Subject to such reserves, each of the DLT Accounts Receivable either has been or or, to the Knowledge of DLT and Seller, will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an a DLT Accounts Receivable relating to the amount or validity of such DLT Accounts Receivable. Part 3.8 3.7 of the Disclosure Letter contains a complete and accurate list of all DLT Accounts Receivable as of the date of the DLT Interim Balance Sheet, which list sets forth the aging of such DLT Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing DateClosing, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Xxxxxxxx Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Xxxxxxxx Companies as of the Closing Date (for purposes of this Section 3.24, collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness consistent with past practice. Unless paid prior to Part 3.24 of the Closing DateSellers’ Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. The Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Xxxxxxxx Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than then the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each none of the Accounts Receivable either has as of the Closing Date have been or will be collected in fulloutstanding for greater than 120 days. To the Knowledge of the Sellers, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or of validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are are, or will be as of the Closing Date Date, current and collectible net of the respective reserves shown on the Balance Sheet or Sheet, the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, the reserves will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 120 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in fullby Acquirer or the Surviving Corporation by October 31, without 2002; provided that amounts collected from any set-off, within ninety days after Person will first be applied to any account receivable from such Person shown on the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable Balance Sheet (as of the date hereof); provided further that notwithstanding any provision of Article 11 or any other provision of this Agreement, the amount of any indemnification by Company Stockholders for a failure of the Interim Balance Sheetrepresentation and warranty contained in this sentence to be true and correct shall be equal to the amount, which list if any, that (a) the amount of such accounts receivable that remain uncollected at 7:00 p.m. (Pacific Time) on October 31, 2002 exceeds (b) the amount reserved in Company's general ledger account #2015 for undetermined liabilities as of such time, without giving effect to the Basket (as defined in Section 11.3(a)). None of the accounts receivable of Company or any of its Subsidiaries is subject to any material claim of offset, recoupment, setoff or counter-claim, and Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of accounts receivable is contingent upon the performance by Company or any of its Subsidiaries of any obligation or Contract other than normal warranty repair and replacement. No Person has any lien on any of such accounts receivable (except Permitted Liens), and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Schedule 3.23 of the Company Disclosure Letter sets forth the an aging of Company's accounts receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns and the amounts of accounts receivable which are subject to asserted warranty claims. Schedule 3.23 of the Company Disclosure Letter sets forth such Accounts Receivableamounts of accounts receivable of Company and its Subsidiaries which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims.

Accounts Receivable. All Except as set forth in Part 3.8 of the Disclosure Letter, all accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no known contest, claim, or right of set-offset­off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet 2004 Financial Statements or the Interim Balance Sheet Period Financial Statements or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet 2004 Financial Statements or the Interim Balance Sheet Period Financial Statements or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet Period Financial - - Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change Material Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Non-Joint Venture Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet or on the accounting records of the Acquired Companies represented of the Accounts Receivable reflected therein and 25 will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each 95% of the Accounts Receivable either has been or accounts receivable of the Company outstanding on the Closing Date will be collected in full, without any set-off, within ninety 90 days (120 days with regard to the remaining 5%) after the respective days on which such receivables first become due and payable, provided that each of the accounts receivable of the Company outstanding on the Closing Date in respect of sales of coating equipment will be collected, in full, without any set-off, within 180 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable, other than (i) returns in the Ordinary Course of Business and (ii) such contests, claims or rights of set-off which in the aggregate will not exceed the respective reserves for Accounts Receivable shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of December 31, 1996 and as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable. Within three (3) Business Days after the end of the calendar month in which the Closing occurs, the Company shall deliver to Parent a complete and accurate list of all accounts receivable of the Non-Joint Venture Acquired Companies as of the Closing Date.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein 15 and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There Except as set forth in Part 3.8 of the Disclosure Letter, there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statements or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet Current Financial Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 2.14 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetCurrent Financial Statements, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Issuer Parties and their Subsidiaries that are reflected on the Balance Sheet or financial statements in the Interim Balance Sheet Financial Statements Schedule or on the accounting records of the Acquired Companies Issuer Parties and their Subsidiaries as of the Closing Date (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to before the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible collectible, net of the respective reserves shown on the Balance Sheet or financial statements in the Interim Balance Sheet Financial Statements Schedule or on the accounting records of the Acquired Companies Issuer Parties and their Subsidiaries as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Latest Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety sixty (60) days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract or agreement with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter The attached Accounts Receivable Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Latest Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies PCA-Subs that are reflected on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies PCA-Subs as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Financial Statement or on the accounting records of the Acquired Companies PCA-Subs as of the Closing Date (which reserves are adequate and calculated consistent consistently with past practice practices and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Balance Sheet Financial Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, claim or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The representations and warranties of Seller set forth in this Section 2.23 shall not be subject to the Disclosure Letter contains a complete and accurate list indemnification limitations of all Accounts Receivable as Seller set forth in Section 7, but shall represent an additional obligation of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts ReceivableSeller hereunder.

Accounts Receivable. All accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payablepayable (or, for Accounts Receivable which first became due and payable more than 90 days prior to the Closing Date, within 90 days after the Closing Date). There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable Schedule 3.13 hereof (which shall be provided as of February 28, 2011 by the Acquired Companies that are reflected on Sellers, and subsequently updated by the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Sellers as of the Closing Date (collectivelyand delivered to Buyers after the Closing Date within 10 business days of Seller’s receipt of such updated schedule from the Companies) sets forth the Accounts Receivable and the identity and address of the party from whom such receivable is owing as of each of February 28, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to 2011 and the Closing Date, as applicable. To the Accounts Receivable are or will be as knowledge of the Closing Date current Sellers and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate Navarre, after due inquiry, Schedule 3.13 is a true, complete and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage correct list of the Accounts Receivable as of each of February 28, 2011 and the Closing Date than the reserve reflected Date, as applicable. The Accounts Receivable arose in the Interim Balance Sheet represented ordinary course of business, consistent with past practices, represent bona fide claims against obligors for sales and other charges, and, except for returns and to the extent included in any applicable reserves (e.g. discounts, doubtful or uncollectible accounts, marketing development funds and other discount programs or advertising offered to customers) are collectible in the ordinary course of business. Except to the extent expressly included in the applicable reserves (examples of which are described above) none of the Accounts Receivable reflected therein and will not represent are subject to any claim of offset, recoupment, setoff or counter-claim, other than agreements relating to a material adverse change right of return. Except as set forth in the composition Schedule 3.13 hereof, no Person has any encumbrance on any of such Accounts Receivable in terms of aging). Subject to such reserves, each and none of the Accounts Receivable either are subject to prior assignment and no agreement for deduction or discount has been or will be collected in full, without made with respect to any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable, other than agreements relating to a right of return. Part 3.8 Notwithstanding anything contained in this Section 3.13 to the contrary, in recognition of the Disclosure Letter contains a complete fact that neither Navarre nor Sellers directly supervise the salespersons and accurate list other employees of all the Sellers, neither Navarre nor Sellers make any representation or warranty with respect to any covenants, agreements, commitments or communications, whether written or oral, from any salespersons or other employees of the Companies to any customer, client or obligor under any Accounts Receivable as of concerning such customer’s, client’s or obligor’s obligations to make any payments to the date of the Interim Balance Sheet, which list sets forth the aging of Companies with respect to such Accounts ReceivableReceivable (including, without limitation, any amounts, timing, discounts, writedowns or the like).

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records Records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed by Seller in the Ordinary Course of Business. Unless Except to the extent paid prior to the Closing Date, the such Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Financial Statement (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statement, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Financial Statement than the reserve reflected in on the Interim Balance Sheet represented of the Accounts Receivable reflected therein thereon and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the such Accounts Receivable either has been or will be collected in full, without any set-offsetoff, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim, defense or right of set-offsetoff, other than returns in the Ordinary Course of BusinessBusiness of Seller, under any Contract with any obligor account debtor of an Accounts Account Receivable relating to the amount or validity of such Accounts Account Receivable. Part 3.8 of the Disclosure Letter 3.11 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of each such Accounts Account Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the The Disclosure Letter Schedule attached hereto contains a true, correct and complete and accurate list of all Accounts Receivable of Seller for Active Audits as of the Effective Date (and such list contains no Closed Audits) showing, by Customer and by such Active Audit, the terms and time period for collection thereof, and all such Accounts Receivable listed thereon are bona fide, arose in the ordinary course of business, and, to the Seller's and its Owners' knowledge as of the date hereof and without representation or warranty as to events that occur or arise after the Closing, are not subject to any disputes or offsets (other than normal Cancellations and cancellations which otherwise meet the definition of Cancellation in Section 1.14 hereof, but with reference to the Closing Date instead of the Interim Balance SheetEffective Date in each instance in such definition and other cancellations, refunds or chargebacks which list sets forth may arise after the aging Closing Date in the normal course of business). In respect of all such Accounts ReceivableReceivable for Active Audits, the supplier in respect thereof has not objected to the claim for reimbursement upon which such Account Receivable is based and the Customer has received a credit or payment therefor. The information set forth on the Disclosure Schedule in respect of each Active Audit is true, correct and complete, all as of the Effective Date. All Accounts Receivable that arose after the Effective Date and prior to Closing are bona fide, arose in the ordinary course of business and, to the Seller's and Owners' knowledge as of the date hereof and without representation or warranty as to events that occur or arise after the Closing, are not subject to any disputes or offsets (other than cancellations which otherwise meet the definition of Cancellation in Section 1.14 hereof, but with reference to the Closing Date instead of the Effective Date in each instance in such definition and other cancellations, refunds or chargebacks which may arise after the Closing Date in the normal course of business). All Accounts Receivable are set forth in Seller's books and records and in any financial statements prepared pursuant to the terms of this Agreement consistent with past practice.

Accounts Receivable. All accounts receivable and other receivables of the Acquired Companies Company that are reflected on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet Sheets or the Interim Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve reserves as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each a substantial portion of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety 120 days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Associated Companies that are reflected on the Balance Sheet or the Interim 1996 Balance Sheet or on the accounting records of the Acquired Associated Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim 1996 Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim 1996 Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material Material adverse change in the composition of such Accounts Receivable in terms of aging). Subject Except as noted in Part 3.9 of the Disclosure Letter, subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There Except as set forth in Part 3.9 of the Disclosure Schedule, there is no contest, claim, Material contest or right of set-off, claim other than returns in the Ordinary Course of Business, under any Applicable Contract with any obligor maker of an Accounts Receivable relating to the amount or validity of of, such Accounts Receivable. Part 3.8 3.9 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable posted on the Company's books as of the date of the Interim Balance SheetNovember 30, 1996 which list sets forth the aging of such Accounts Receivable. Pursuant to Section 5.8, the Company shall deliver to Buyer a supplement to the Disclosure Letter which includes a list of all receipts as well as billxxxx xxx the period commencing on December 1, 1996 and ending on December 20, 1996.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP and in accordance with the Company’s past practices and are sufficient to provide for any losses which may be sustained on collection of the receivables. The accounts receivable of the Company or any Company Subsidiary arising after the Interim Balance Sheet Date and before the Closing Date arose or on shall arise in the accounting records ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges. None of the Acquired Companies accounts receivable of the Company or any Company Subsidiary are subject to any claim of offset, recoupment, setoff, or counter claim, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No amount of accounts receivable is contingent upon the performance by the Company or any Company Subsidiary of any obligation or Contract other than normal warranty repair and replacement. Neither the Company nor any Company Subsidiary has any obligation pursuant to any rule or regulation of any Governmental Entity (whether in bankruptcy or insolvency proceedings or otherwise) to repay, return, refund or forfeit any receivables previously collected. No Person has any lien on any such accounts receivable, no account receivable is subject to prior assignment, no agreement for deduction or discount has been made with respect to any such accounts receivable, and neither the Company nor any Company Subsidiary has incurred any Liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the obligors of the accounts receivable have refused or given notice that they refuse to pay the full amount thereof, and none of the obligors of such accounts receivable are an Affiliate of the Company or any Company Subsidiary. Schedule 2.26 to the Disclosure Letter sets forth an accurate list of the accounts and notes receivable of the Company (the “Receivables”), an aging of the Receivables in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns, in each case as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Agreement Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.