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 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 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 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 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 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 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 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 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 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 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 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 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. . a. 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). . b. 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. . c. 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 (a) The aged listing of all of the Companies’ accounts receivable of the Acquired Companies that are reflected included on the Closing Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies will be attached to this Agreement by Purchaser and Equityholders’ Representative as of the Closing Date Schedule 5.10 (collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed as soon as reasonably practicable, but no later than the date the Closing Balance Sheet is determined pursuant to Section 1.3. All of the Accounts Receivable arose in the Ordinary Course of Business, subject to no defenses, offsets or counterclaims, and reflect goods actually sold and delivered or services rendered in the Ordinary Course of Business of each Company. Unless paid prior to None of the Closing DateAccounts Receivable are obligations of any of the Equityholders, or any of the Companies’ respective employees, Service Providers, managers, officers or directors, or any of their respective Affiliates. To the Equityholders’ Knowledge, the Accounts Receivable are or will be as of the Closing Date current and collectible in accordance with the terms thereof and at the full face amount thereof, net of the respective “bad debt” 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 in a manner consistent with the past practice and, in the case accounting practices of the reserve as of the Closing Date, will not represent a greater percentage Companies). None of the Accounts Receivable as of represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement. Notwithstanding anything herein to the Closing Date than the reserve reflected in the Interim Balance Sheet represented of contrary, the Accounts Receivable reflected therein and will not represent a material adverse change that are included in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each calculation of the Accounts Receivable Net Working Capital either has have been or will be collected in full, without any set-off, within ninety 365 days after the day Closing Date, subject to the “bad debt” reserves shown on which it first becomes due and payablethe Closing Balance Sheet. (b) Notwithstanding Section 5.10(a), the parties acknowledge that certain of the Accounts Receivable relate to retainage amounts held by the Companies’ customers pending completion of the applicable project or development (each, a “Retainage Amount”). There is no contestThe Retainage Amounts will be identified as such in Schedule 5.10. Notwithstanding anything contained herein to the contrary, claimthe Retainage Amounts will be collected in full, or right of without any set-off, other than returns in within 545 days after 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, 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 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 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 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. (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 Account Receivable. . (i) Part 3.8 3.8(b)(i) of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim September Balance Sheet, which . (ii)Part 3.8(b)(ii) of the Disclosure Statement (the "Closing Date Receivable Schedule") contains a complete and accurate list sets forth the and aging of such all Accounts ReceivableReceivable as of the Closing Date.

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 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 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 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 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 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 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 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 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. 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 (a) Schedule 2.7(a) sets forth a report of all of the accounts receivable of the Acquired Companies Company (“Accounts Receivable”) as of March 31, 2004, indicating: (i) the aggregate amount of Accounts Receivable (A) 0 to 30 days past due, (B) 31 to 60 days past due, (C) 61 to 90 days past due and (D) 91 to 120 days past due; and (ii) for any Account Receivable that is 90 days or more past due, the amount by individual account and the reason such account is 90 days or more past due. All Accounts Receivable of the Company represent valid obligations arising from sales actually made or services actually performed by the Company, are carried at values determined in accordance with GAAP consistently applied and are collectible except to the extent of reserves therefor set forth in the Current Balance Sheet or, for Accounts Receivable arising subsequent to the date of the Current Balance Sheet, as set forth on Schedule 2.7(a). No person has any Lien on any Accounts Receivable, and no request or agreement for deduction or discount has been made with respect to any Accounts Receivable. (b) All Accounts Receivable that are reflected on the Balance Sheet or the Interim Balance Sheet or on in 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 by the Ordinary Course of BusinessCompany. No person will have any Lien on any such Accounts Receivable, and no request or agreement for deduction or discount will have been made with respect to any such Accounts Receivable. (c) Unless paid prior to the Closing Date, all of the Accounts Receivable are are, or will be be, as of the Closing Date current and Date, collectible consistent with past practice net of the respective reserves provisions shown on in the Current Balance Sheet or of the Interim Balance Sheet Company or on the accounting records of the Acquired Companies Company as of the Closing Date (which reserves or on Schedule 2.7(a). These provisions 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 accordance with applicable Laws and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging)GAAP. Subject to such reservesprovisions, 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 consistent 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 Receivablepast practice.

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 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 (a) Schedule 3.21(a) sets forth a true, correct and complete list as of the Closing Date date set forth thereon of the accounts, notes and other receivables of the Seller with respect to the Huntsville Business (collectively, the "“Acquired Accounts Receivable"”). Schedule 3.21(a) includes an aging of all the Acquired Accounts Receivable showing amounts due in 30-day aging categories. Not less than five Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a true, complete and correct list of all Acquired Accounts Receivable, including an aging in 30-day categories, as of a date not more than five Business Day prior to the Closing Date, which shall be attached to Schedule 3.21(a). None of the Acquired Accounts Receivable arose from the sale of Inventory manufactured in whole or in part by Seller at a location other than the Seller Owned Real Property. (b) The Acquired Accounts Receivable represent or will represent valid obligations arising from sales actually made or solely out of bona fide sales, performance of services actually performed and other business transactions 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 andpractice, in the case of the reserve as of the Closing Dateand are not subject to set-offs, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in counterclaims or valid defenses, subject to allowances for bad debt recorded (i) on 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 Financial Statements as of the date of such Interim Financial Statements or (ii) on the Interim Closing Balance Sheet as of the date of such Closing Balance Sheet, which list sets forth the aging of such . No person has made any request or agreement for deduction or discount under any Acquired Accounts Receivable. No such Acquired Accounts Receivable are owed by a Person or entity that has sought the protection of any bankruptcy or insolvency Law or is the subject of any dispute as to payment. All Acquired Accounts Receivable, net of rebates, are current and collectible.

Accounts Receivable. (a) All of Xxxxx’x Seller’s accounts and notes 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 amounts receivable for products actually made delivered or services actually performed provided (or, in the case of non-trade accounts or notes represent amounts receivable in respect of other bona-fide business transactions), have arisen in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are Business and have been or will be as of billed and are generally due within 30 days after such billing. All such accounts and notes receivable included in the Closing Date current Acquired Assets (the “Acquired Receivables”) are and will be fully collectible within 30 days after billing, net of the respective reserves shown on the Interim Balance Sheet (or in the books of Xxxxx’x Seller if such Acquired Receivables were created after the Interim Balance Sheet or Date). The reserve for bad debts shown 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 or, with respect to Acquired Receivable arising after the Accounts Receivable reflected therein and will not represent a material adverse change Interim Balance Sheet Date, in the composition books of such Accounts Receivable Xxxxx’x Seller, have been determined in terms accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of aging)disclosures normally made in footnotes. Subject to such reservesTo the knowledge of Xxxxx’x Seller, 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, or right of set-off, other than returns in the Ordinary Course of Business, off under any Contract with any obligor of an Accounts a material Acquired 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 Acquired Receivable. (b) Since the Balance Sheet Date, there have not been any write-offs as uncollectible of Xxxxx’x Seller’s accounts receivable, except for write-offs in the Ordinary Course of Business and not in excess of $10,000 in the aggregate.

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") 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 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 Schedule 6.8 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 a reserve of $50,000.00 to be accrued by the respective reserves shown on Company at the Balance Sheet or direction of Sellers and with the Interim Balance Sheet or on the accounting records concurrence of the Acquired Companies as of Buyer prior to the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case reserve will be adequate). Part 3.9 of the reserve Disclosure Schedule contains a complete and accurate list and description of Proceedings pending as of the Closing Date, will not represent a greater percentage date hereof to pursue collection of the Accounts Receivable as of the Closing Date than the reserve reflected (which do not exceed $286,000.00 in the Interim Balance Sheet represented of aggregate) (the Accounts Receivable reflected therein "Collection Actions A/R"), it being acknowledged by Buyer that the Company will continue to utilize and will not represent a material adverse change in pay for reasonable collection efforts with respect thereto after the composition of such Accounts Receivable in terms of aging)Closing. Subject to such reservesthe foregoing $50,000 reserve, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety one hundred and twenty days after the day on which it first becomes due and payable; provided, however, that Collection Actions A/R have been or will be collected in full, without any set-off, within one year after the date hereof. There is no contest, claim, or right of set-off, other than returns adjustments 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 3.9 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. Buyer agrees to assign to Sellers any particular Accounts Receivable for which Sellers are required to indemnify Buyer as a result of a Breach of this Section 3.9, but only if such assignment does not result in a Breach of obligations under the Senior Indebtedness.

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 SheetFinancial Statements, 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 twenty days after the day on which it first becomes due and payableClosing 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 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 Historical 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 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 Historical 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 Historical Financial Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change Adverse Change in the composition of such Accounts Receivable in terms of aging). Subject Except as set forth on Schedule 3.8(b), subject to such reserves, to the best knowledge of Seller after due inquiry, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after . The Companies shall use their best efforts to collect the day on which it first becomes due and payableAccounts Receivable in the ordinary course of business. 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 3.8(b) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetDecember 31, 1996, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Sunbelt that are reflected on in the Balance Sheet or the Interim Balance Sheet Audited Financial Statements or on the accounting records of the Acquired Companies Sunbelt 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 in the Balance Sheet or the Interim Balance Sheet Audited Financial Statements or on the accounting records of the Acquired Companies Sunbelt 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 Current 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 To the Knowledge of the Accounts Receivable either has been or will be collected in fullSunbelt Shareholders, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract contract with any obligor of an Accounts Receivable relating to * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter Schedule 3.22 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetmost recent practicable date, which list sets forth the aging of such Accounts ReceivableReceivable and designates those Accounts Receivable which Sunbelt has reason to believe will be unlikely or difficult to be collected in full.

Accounts Receivable. All accounts receivable of the Acquired Companies Acquiror that ------------------- are reflected on the Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror 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 Omega Balance Sheet or the Interim Omega Balance Sheet or on the accounting records of the Acquired Companies Acquiror 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 Omega 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 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 3.19 contains a complete and accurate list of all Accounts ------------- Receivable as of the date of the Interim Omega 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, 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 accounts receivable of the Acquired Companies that are Company and its Subsidiaries (“Accounts Receivable”), whether or not reflected on the Latest Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelySheet, 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 The Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Latest 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 have been established in accordance with GAAP and calculated consistent with past practice and, in the case preparation of the reserve as of the Closing Date, will not represent a greater percentage Financial Statements). None of the Accounts Receivable are subject to any claim of offset, recoupment, setoff, or counter-claim, and to the Sellers’ Knowledge, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim, other than nominal cash discounts and routine billing disputes in the ordinary course of business. No amount of Accounts Receivable is contingent upon the performance by the Company or any of its Subsidiaries, a Seller or any of their respective Affiliates, of any obligation or Contract, other than such performance as has been completed (excluding the “empty” portion of any “round trip” movement) or for which an adequate reserve or deferred revenue account is reflected on the Latest Balance Sheet. The Company has no 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 by the Company. Except as set forth on Schedule 2.11(i), no Person has any Lien on any Accounts Receivable, no Account Receivable is subject to prior assignment, no Contract for deduction or discount has been made with respect to any such Accounts Receivable, and the Company has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Closing Date than obligors of the reserve Accounts Receivable have refused or given notice that they refuse to pay the full amount thereof except for minor disputes or disagreements which have arisen in the ordinary course of business and which the Company has made adequate provision for uncollectability on the Latest Balance Sheet, and none of the obligors of such Accounts Receivable are an Affiliate of the Company or a Seller except for inter-company accounts among the Company and its Subsidiaries that are reflected in the Interim Balance Sheet represented Financial Statements. Schedule 2.11(ii) sets forth an accurate list of the Accounts Receivable reflected therein and will not represent a material adverse change in notes receivable of the composition Company, an aging 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 notes receivable in the Ordinary Course aggregate and by customer, and indicates the amounts 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 Receivableallowances for doubtful accounts.

Accounts Receivable. All accounts receivable of Seller and the Other Acquired Companies that are reflected on the Interim Balance Sheet or the Interim Closing Date 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 before 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 Balance Sheet (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, 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 SECTION 2.10 of the Seller 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 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 Company (“Accounts Receivable”), whether or not reflected on the Latest Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectivelySheet, 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 The Accounts Receivable are or will be as of current and, to the Closing Date current and collectible Company’s Knowledge, collectible, net of the respective reserves shown on the Latest 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 have been established in accordance with GAAP and calculated consistent with past practice and, in the case preparation of the reserve as of the Closing Date, will not represent a greater percentage Financial Statements). None of the Accounts Receivable as are subject to any claim of offset, recoupment, setoff, or counter claim, and to the Company’s Knowledge, there are no 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, a Seller, or any of their respective Affiliates, of any obligation or Contract. The Company has no 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 accounts receivable previously collected by the Company. No Person has any Lien on any Accounts Receivable, no Account Receivable is subject to prior assignment, no Contract for deduction or discount has been made with respect to any such Accounts Receivable, and the Company has not incurred any liabilities to customers for discounts, returns, promotional allowances or otherwise. None of the Closing Date than the reserve reflected in the Interim Balance Sheet represented obligors of the Accounts Receivable reflected therein and will not represent a material adverse change have refused or given notice that they refuse to pay the full amount thereof except for minor disputes or disagreements which have arisen in the composition ordinary course of business and which the Company has made adequate provision for uncollectibility, and none of the obligors of such accounts receivable are an Affiliate of the Company or a Seller. Schedule 4.09 sets forth an accurate list of the Accounts Receivable and notes receivable of the Company, an aging 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 notes receivable in the Ordinary Course aggregate and by customer, and indicates the amounts of Businessallowances for doubtful accounts, 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 SheetAugust 31, which list sets forth the aging of such Accounts Receivable2021.

Accounts Receivable. All accounts receivable of the Acquired Companies Intelecon that are reflected on the Balance Sheet or the Interim Latest Balance Sheet or on the accounting records of the Acquired Companies Intelecon 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 Intelecon as of the Closing Date (which reserves are adequate and calculated consistent with past practice practices 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 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 4.1.25 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 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 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 ProVal that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies ProVal 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 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 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 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 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 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 To the Knowledge of Sellers, all accounts receivable of the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or that will be reflected on the accounting records of the Acquired Companies Closing Balance Sheet, as of the Closing Date applicable, (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness other than extended warranty contracts billing accounted for in accordance with GAAP. Unless paid prior to To the Closing DateKnowledge of Sellers, the Accounts Receivable are or referred to on the Closing Balance Sheet will be as collectible in the Ordinary Course of the Closing Date current and collectible Business, 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 Except as disclosed in Part 3.8 of the Accounts Receivable either has been or will be collected in fullDisclosure Schedule, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, or right of set-offoff in excess of the reserves and other accruals recorded on the Balance Sheet or the Interim Balance Sheet, or that will be recorded on the Closing Balance Sheet, 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 accounts receivable of the Acquired Companies as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivableaccounts 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, 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, 16 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. (a) All accounts receivable Accounts Receivable of the Acquired Companies Seller that are are, or will be, reflected on the Effective Date Balance Sheet or the Interim Unaudited Balance Sheet or Sheets (except to the extent of collections thereof) represent, and all Accounts Receivable that will be reflected on the accounting records of the Acquired Companies Seller as of the Closing Date (collectively, the "Accounts ReceivableINTERIM PERIOD ACCOUNTS RECEIVABLE") represent or will represent represent, valid obligations in favor of Seller arising from sales actually made or services actually performed by Seller in the Ordinary Course ordinary course of the Business. Unless paid prior to the Closing Date, the Accounts Receivable are or Receivable, including, without limitation, the Interim Period Accounts Receivable, will be as of the Closing Date current and collectible in full net of the respective reserves with respect thereto shown on the Balance Sheet or the Interim Effective Date 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 andSCHEDULE 5.20(B) without any set- off, 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 payableordinary course. There is no contest, claim, or right of set-off, or, to the best of Seller's and Shareholder's knowledge, any threatened contest, claim or right of set-off, or circumstances that with notice, the lapse of time or both, could result in such a contest, claim or right of set-off (other than with respect to returns of merchandise in the Ordinary Course ordinary course of the Business), with respect to any Accounts Receivable, including, without limitation, the Interim Period Accounts Receivable, or under any Contract contract with any obligor of an Accounts Receivable relating to the amount or validity of such any Accounts Receivable. Part 3.8 of , including, without limitation, the Disclosure Letter Interim Period Accounts Receivable. (b) SCHEDULE 5.20(B) contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetSeptember 30, 1998, which list sets forth the aging of such Accounts Receivable and describes any collateral that secures payment of any Accounts Receivable. (c) No account debtor has withheld payment or threatened to withhold payment of any Accounts Receivable or Interim Period Accounts Receivable and, to the best of Seller's and Shareholder's knowledge, none of Seller's account debtors is insolvent or has filed or had filed against it a petition in bankruptcy or similar petition and, to the best of Seller's and Shareholder's knowledge, there are no circumstances that could lead to such insolvency or bankruptcy filing or similar petition.

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 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 Majority-Owned Companies that are reflected on the Balance Sheet or the Interim any Balance Sheet or on the accounting records of the Acquired Majority-Owned 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 ordinary course of Businessbusiness by the respective Majority-Owned Company, or, in the case of Laureate, reflect advance bxxxxxxx for services to be rendered in the ordinary course of business. Unless paid prior to the Closing Date, to the knowledge of Seller or any Majority-Owned Company, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the respective 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 of the respective Majority-Owned Company and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the respective Accounts Receivable as of the Closing Date than the reserve reflected in the Interim respective 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 agingfor any Majority-Owned Company). Subject The reserves for collection losses on the respective Majority-Owned Company Balance Sheets and, with respect 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 arising since the date of the Interim respective Balance Sheet, which list sets forth the aging allowance for collection losses shown on the accounting records of such the applicable Majority-Owned Company, have been determined in accordance with GAAP consistent with past practice. Except for any reserves shown on the Balance Sheet of any Majority-Owned Company, Seller and each applicable Majority-Owned Company have no knowledge of any uncollectible 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 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 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 Subsidiary (collectively, the "Accounts ReceivableACCOUNTS RECEIVABLE") represent or will represent valid obligations arising from sales actually made or services actually performed are bona fide accounts receivable created in the Ordinary Course of BusinessBusiness and are not subject to any right of set-off. All Accounts Receivable of the Subsidiary (other than those which have arisen since the Subsidiary Balance Sheet Date) are accurately reflected on the Subsidiary Balance Sheet in accordance with GAAP. 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 Subsidiary Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of reserves reflected on the Closing DateDate Balance Sheet, will not represent a greater lesser percentage of the Accounts Receivable as of the Closing Date than the reserve reserves reflected in the Interim Subsidiary Balance Sheet represented of with respect to the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging, except as set forth on Schedule 3.9A hereto). Subject to such Accounts Receivable in the aggregate amount reflected on the Closing Date Balance Sheet, net of related 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 payableor before February 15, 2005. 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 Section 3.9 of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetBase Working Capital Date, which list sets forth the aging of such 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. (b) Sellers represent and warrant that from and after the date of the Interim Balance Sheet (as defined in Section 3.4) through the Closing Date: (i) the Company has collected all sums and amounts due the Company, whether evidenced in writing, on account, designated as a receivable or otherwise (collectively, "Pre-Closing Receivables"), only in its usual, regular and ordinary manner, on a basis consistent with past practices (and otherwise in the Ordinary Course of Business); and (ii) the Company has not and will not accelerate collection of the Pre-Closing Receivables.

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 representations and 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 the non payment of which created the Breach. (b) To the Knowledge of Sellers, Exhibit 3.8(b)-1 contains a complete and materially accurate summary list of all Accounts Receivable as of the date of the Interim Balance SheetSeptember 11, 1997, which list sets forth the aging of such Accounts Receivable. Sellers will deliver at Closing the Closing Exhibit 3.8(b)-2 containing, to the Knowledge of Sellers, a materially accurate summary list, in form and substance satisfactory to Insignia, of the Accounts Receivable as of a date no earlier than two business days prior to the Closing Date.

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 its notes or accounts receivable. 10.8.2 The Disclosure Letter contains a sets forth an accurate and complete list and accurate list the ageing of all Accounts Receivable notes and accounts receivable as of the date of the Interim Balance Sheet, which list Management Accounts. 10.8.3 The Disclosure Letter sets forth an accurate and complete list of the aging names and addresses of such Accounts Receivableall banks and financial institutions in which any Acquired Company has an account, deposit, safe-deposit box, line of credit or other loan facility or relationship, or lock box or other arrangement for the collection of accounts receivable, with the names of all Persons authorized to draw or borrow thereon or to obtain access thereto.

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 "The Accounts Receivable") 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 in the Balance Sheet or the Interim Balance Sheet Most Recent 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 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 Current 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 and twenty 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 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 2.10 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Current Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All (a) Following the Closing, MedSource and the Transferee shall use commercially reasonable efforts to collect all of the Company's accounts receivable of the Acquired Companies that are reflected 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 Balance Sheet in accordance with their respective terms. Any amounts received by the Company from the obligor of any such accounts receivable shall be credited as follows: (collectivelyi) if such obligor has specified the receivable in respect of which payment is being made, against such receivable and (ii) if such obligor has not specified the "Accounts Receivable"receivable against which such payment is being made, against the oldest unpaid receivable due from such obligor. (b) represent or will represent valid obligations arising from sales actually made or services actually performed in Promptly after the Ordinary Course expiration of Business. Unless paid prior to the 90-day period following the Closing Date, the Accounts Receivable are or will be as of Company may assign to the Transferors, and the Transferors shall purchase from the Transferee, any uncollected accounts receivable set forth on the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or that are uncollected after the Interim Balance Sheet or expiration of such 90-day period. Promptly after the receipt by the Transferors of a written notice (an "Assignment Notice") from the Transferee that sets forth each uncollected receivable to be assigned by the Company and the face value thereof, the Transferors shall pay the Transferee an amount equal to the face value of each uncollected receivable, less any reserves established 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 set forth in the aging of such Accounts ReceivableAssignment Notice. (c) After the Transferee has provided the Assignment Notice to the Transferors, the Transferee shall promptly turn over to the Transferors any cash, checks or other property that it may receive from the obligor under any accounts receivable set forth in the Assignment Notice. The Transferors shall use commercially reasonable practices in seeking to collect any accounts receivable set forth in the Assignment Notice.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable, including those 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 (collectivelyEffective Date, 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 of the Business. Unless 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 Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Balance Sheet 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 Business of the Business, 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 true, 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 TSL Balance Sheet or the TSL Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "TSL 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 TSL Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the TSL Balance Sheet or the TSL 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 TSL Accounts Receivable as of the Closing Date than the reserve with respect to the TSL Accounts Receivable as reflected in the TSL Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such TSL Accounts Receivable in terms of aging). Subject to such reserves, each of the TSL Accounts Receivable either has been or or, to the Knowledge of TSL and Sellers, 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 TSL Accounts Receivable relating to the amount or validity of such TSL Accounts Receivable. Part 3.8 3.7 of the Sellers' Disclosure Letter contains a complete and accurate list of all TSL Accounts Receivable as of the date of the TSL Interim Balance Sheet, which list sets forth the aging of such TSL Accounts Receivable.

Accounts Receivable. All accounts receivable of the Acquired Companies Sunbelt that are reflected on in the Balance Sheet or the Interim Balance Sheet Audited Financial Statements or on the accounting records of the Acquired Companies Sunbelt 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 in the Balance Sheet or the Interim Balance Sheet Audited Financial Statements or on the accounting records of the Acquired Companies Sunbelt 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 Current 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 To the Knowledge of the Accounts Receivable either has been or will be collected in fullSunbelt Shareholders, without any set-off, within ninety days after the day on which it first becomes due and payable. There there is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, 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 3.22 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetmost recent practicable date, which list sets forth the aging of such Accounts ReceivableReceivable and designates those Accounts Receivable which Sunbelt has reason to believe will be unlikely or difficult to be collected in full.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Company Balance Sheet or arising since the Interim 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 sixty (60) days after due date at the full recorded amount thereof less, in the case of accounts receivable appearing on the Company Balance Sheet, the recorded allowance for collection losses on the Company Balance Sheet or or, in the case of Accounts Receivable arising since the Company Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of Company and its Subsidiaries. The allowance for collection losses on the Closing Date (collectivelyCompany Balance Sheet and, with respect to Accounts Receivable arising since 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 Company Balance Sheet Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves allowance for collection losses shown on the Balance Sheet or the Interim Balance Sheet or 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 will be collectible within sixty (60) days after due date 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 Company Balance Sheet represented of or 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 Buyer (if any) that are reflected on the Buyer Interim Balance Sheet or the Interim Buyer Closing Date Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "“Buyer 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 before the Closing Date, the Buyer 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 Buyer Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Buyer Closing Date Balance Sheet (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 Buyer Accounts Receivable as of the Closing Date than the reserve reflected in the Buyer Interim Balance Sheet represented of the Buyer Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Buyer Accounts Receivable in terms of aging). Subject to such reserves, each of the Buyer 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 of Business, under any Contract with any obligor of an Accounts a Buyer 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 Buyer 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, 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 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 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, 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 Accounts Receivable associated with the Acquired Companies Business 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 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 Balance Sheet (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateBalance Sheet, will not represent a greater percentage of the Accounts Receivable as of reflected on the Closing Date Balance Sheet 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 Except as set forth on the Disclosure Letter and 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 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 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 (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. (b) Shareholders represent and warrant that from and after the date of the Interim Balance Sheet (as defined in Section 3.4) through the Closing Date: (i) the Company has collected all sums and amounts due the Company, whether evidenced in writing, on account, designated as a receivable or otherwise (collectively, "Pre-Closing Receivables"), only in its usual, regular and ----------------------- ordinary manner, on a basis consistent with past practices (and otherwise in the Ordinary Course of Business); and (ii) the Company has not and will not accelerate collection of the Pre-Closing Receivables.

Accounts Receivable. All Except as set forth on Schedule 2.30, all accounts receivable of the Acquired Companies Corporation that are reflected on the Balance Sheet or on the Interim Balance Sheet Date or on the accounting records of the Acquired Companies Corporation 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 Except as set forth on Schedule 2.30, 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 Corporation 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 reservesreserves and except as set forth on Schedule 2.30, 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. After such 120-day period, the Buyers shall re-assign any uncollectible account to the Corporation for collection and Buyers shall have the right to make a claim in accordance with the Indemnification Agreement and the Escrow Agreement; however, the Corporation shall not have a right to dispute such claim. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract contract with any obligor of an any 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. (a) Parent has no accounts receivable. (b) All accounts receivable of the Acquired Companies Company that are reflected on the Audited Company Balance Sheet or the Interim Company 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 collectible, net of the respective reserves shown on the Audited Company Balance Sheet or the Interim Company 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 which is reflected in the Interim Company Balance Sheet represented of with respect to 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 one hundred eighty (180) days after the day on which it first becomes due and payable. There is no contest, claim, 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 and in no event shall the returns with respect to such Accounts Receivable exceed $50,000 in the aggregate; provided; however, that if Sellers pay to Buyer any amount related to an indemnification claim by Buyer pursuant to Section 10.2 with respect to the representations regarding the Accounts Receivable set forth in this Section 3.8(b) and on or prior to the first anniversary of the Closing the Company collects such Accounts Receivable, within ten (10) Business Days after the first anniversary of the Closing Buyer shall reimburse Sellers all such amounts collected, if any. Part 3.8 Section 3.8(b) of the Disclosure Letter Schedule contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Company Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. All The accounts receivable as set forth on [the most recent balance sheet included in the Financial Statements] 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 the Acquired Companies that are reflected 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 the recorded allowance for collection losses on [the Balance Sheet or most recent balance sheet included in the Interim Balance Sheet or Financial Statements] or, in the case of accounts receivable arising since the date of such balance sheet, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as Business. The allowance for collection losses on [the most recent balance sheet included in the Financial Statements] and, with respect to Accounts Receivable arising since the date of the Closing Date (collectivelysuch balance sheet, 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 allowance for collection losses shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies Business, have been determined in accordance with GAAP consistent with past practice. The accounts receivable existing of the Business as of the Closing Date will be collectible within 90 days after billing at the full recorded amount thereof net of the reserves shown on the accounting records of the Business 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 of the Business as of the Closing Date than the reserve reflected in [the Interim Balance Sheet most recent balance sheet included in the Financial Statements] 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 receivable, whether billed or unbilled, of the Consolidated Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Consolidated Acquired Companies as of the Closing Date (such accounts receivable, whether billed or unbilled, collectively, the "“Accounts Receivable"”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness and such Accounts Receivable have not been and will not be assigned (except with respect to Permitted Encumbrances for Closing Indebtedness), transferred, sold, factored or discounted. 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 Consolidated 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 agingpractice). 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 one year after the day on which it first becomes due and payableClosing Date, provided that foregoing does not apply to Accounts Receivable in respect of the [**]. There is no written, or to VECO’s Knowledge, Threatened, contest, claim, or right of set-off, other than returns or requests for rework in the Ordinary Course of Business, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 The schedule of the Disclosure Letter contains Accounts Receivable dated August 24, 2007 provided by VECO to CH2M HILL contained a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth for billed Accounts Receivable the aging of such Accounts Receivable. ** Confidential Treatment Requested.

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 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 Records of the Acquired Companies Seller as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve on the accounting Records of Seller as of the Closing DateClosing, will not represent a greater percentage of the Accounts Receivable reflected on the accounting Records of Seller as of the Closing Date 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 Table of Contents Seller’s Knowledge, 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 Schedule 3.7 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 Preliminary Closing Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date (collectively, the "Accounts Receivable") represent represented 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, the Preliminary Closing Balance Sheet or the Interim Closing 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 Preliminary Closing 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 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 Schedule 3.8 of the Disclosure Letter contains a true and complete and accurate list of all Accounts Receivable as of the date of the Interim Preliminary Closing Balance Sheet, which list sets forth the aging of such Accounts Receivable.

Accounts Receivable. (a) All of the accounts receivable, whether billed or unbilled, of the Company and its Subsidiaries arose in the ordinary course of business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the Knowledge of the Company, are collectible except to the extent of reserves therefor set forth or reflected in the Current Balance Sheet or, for receivables arising subsequent to the Balance Sheet Date, as reflected on the books and records of the Company (which receivables are recorded in accordance with GAAP consistently applied). No Person has any Lien on any accounts receivable of the Acquired Companies that are reflected on the Balance Sheet Company and its Subsidiaries and no agreement for deduction or the Interim Balance Sheet or on the accounting records discount has been made with respect to any accounts receivable of the Acquired Companies as Company and its Subsidiaries other than in the ordinary course of business. Section 3.10(a) 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 Company Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list Schedule sets forth the aging of the accounts receivable of the Company and its Subsidiaries as of the date hereof. (b) All accounts payable and notes payable of the Company and its Subsidiaries arose in bona fide arm’s length transactions in the ordinary course of business and no such Accounts Receivableaccount payable or note payable is delinquent by more than thirty (30) days in its payment. Since the Balance Sheet Date, the Company and/or its Subsidiaries, as applicable, paid their respective accounts payable in the ordinary course of business and in a manner consistent with its past practices, and, except as set forth on Section 3.10(b) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries has materially delayed any such payments.

Accounts Receivable. All The accounts receivable of the Acquired Companies that are reflected Company and its Subsidiaries as set forth on the Company Balance Sheet or arising since the Interim 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 sixty (60) days after due date at the full recorded amount thereof less, in the case of accounts receivable appearing on the Company Balance Sheet, the recorded allowance for collection losses on the Company Balance Sheet or or, in the case of Accounts Receivable arising since the Company Balance Sheet Date, the recorded allowance for collection losses shown on the accounting records of the Acquired Companies as of Company and its Subsidiaries. The allowance for collection losses on the Closing Date (collectivelyCompany Balance Sheet and, with respect to Accounts Receivable arising since 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 Company Balance Sheet Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves allowance for collection losses shown on the Balance Sheet or the Interim Balance Sheet or 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 will be collectible within sixty (60) days after due date 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 Company 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 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 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 Schedule 3.8 of the Company Disclosure Letter contains Schedule provides a complete and accurate list of all Accounts Receivable as accounts receivable of the date Company and each of the Interim Balance Sheet, which list Company Subsidiaries and sets forth for each (i) the aging identity of the party from whom the receivable is collectible and the Entity to which such receivable is owed; (ii) when such receivable becomes due and the current ageing thereof; and (iii) the amount of such Accounts Receivablereceivable. All accounts receivable shown on Schedule 3.8 of the Company Disclosure Schedule and/or the Management Balance Sheets (net of reserves indicated on the Management Balance Sheets) or thereafter acquired until the Effective Time (net of reserves accrued in the Ordinary Course of Business) will be collectible within 60 days of the applicable invoice date (subject to Parent’s using commercially reasonable efforts after the Effective Time to collect the same) (the representation set forth in this sentence of Section 3.8 shall be referred to herein as the “AR Collectability Representation”). The values at which accounts receivable are carried on the books of the Company and each of the Company Subsidiaries reflect the accounts receivable valuation policy of the Company and are in accordance with US GAAP or UK GAAP, as applicable. None of the receivables of the Company or any of the Company Subsidiaries is subject to any claim of recoupment, set off, or counterclaim (whether asserted or unasserted), and, to the knowledge of the Company, there are no facts or circumstances (whether asserted or unasserted) that would reasonably be expected to give rise to any such claim. No accounts receivable of the Company or any of the Company Subsidiaries are contingent upon the performance by the Company or any of the Company Subsidiaries of any obligation. None of the Company or any of the Company Subsidiaries has granted to any Person any Lien on any such receivables, and no agreement for deduction or discount has been made with respect to any of such receivables.

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 Disclosure Schedule Section 2.17 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 accounts receivable and notes receivable (collectively, "ACCOUNTS RECEIVABLE") arising out of the date business of the Interim Balance SheetCompany, which list sets forth the amount owing and the aging of each such receivable, the name and last known address of the party from whom such Account Receivable is owing, and any security in favor of the Company for the repayment of such receivable which the Company purports to have. The Company has delivered to the Purchaser complete and correct copies of all instruments, documents and agreements evidencing such receivables and of all instruments, documents or agreements creating security therefor ("SECURITY"). Except as set forth in Disclosure Schedule Section 2.17, the Company has valid and perfected security interests in such Security (to the extent such priority may be obtained under applicable law by possession of such Security or the filing of financing statements or similar documents with respect thereto). Except as set forth in Disclosure Schedule Section 2.17, all of such Accounts Receivable owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no claims, refusals to pay or other rights of setoff against any thereof. Except as set forth in Disclosure Schedule Section 2.17, there is (i) no account debtor or note debtor delinquent in its payment by more than 180 days, (ii) no account debtor or note debtor who has refused or threatened to refuse in writing to pay its obligations for any reason, (iii) to the knowledge of the Company and the Selling Shareholder, no account debtor or note debtor who is insolvent or bankrupt, and (iv) to the knowledge of the Company and the Selling Shareholder, no Account Receivable pledged to any third party; and each such Account Receivable will be collected in accordance with its terms within 180 days after it arose, without resort to litigation and without offset or counterclaim, in the aggregate face amount thereof. All Accounts Receivable of the Company are carried at values determined in accordance with GAAP applied on a basis consistent with the application of GAAP to the Financial Statements. Except as set forth in Disclosure Schedule Section 2.17, no Account Receivable is subject to an Encumbrance and no request or agreement for deduction or discount has been made with respect to any of Account Receivable.

Accounts Receivable. All accounts receivable of Network 40 and the Acquired Companies that are reflected on the Balance Sheet or the Interim Balance Sheet Sheets or on the accounting records of Network 40 and the Acquired Companies as of the Closing Date (collectivelytogether with accounts receivable listings of SJS dated November 30, 1997 and Network 40 dated November 25, 1997, 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, to Sellers' 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 Sheets or on the accounting records of Network 40 and 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 Sheets 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 Sheetdates referenced above, 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 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 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 ordinary course of Businessbusiness, 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 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 120 days after the day on which it first becomes due and payable, excluding any Accounts Receivable attributable to Western. Western will give notice to Sellers regarding any uncollected Accounts Receivable following the 120-day period. Sellers shall have an additional 30 days after such notice to collect such Accounts Receivable before becoming liable to Western. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, consistent with past practices, 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 Bisassist that are reflected specified on the Balance Sheet or the Interim Bisassist Balance Sheet or on the accounting records of the Acquired Companies Bisassist as of the Closing Effective Date (collectively, the "Bisassist 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 Bisassist 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 Bisassist Balance Sheet or on the accounting records of the Acquired Companies Bisassist 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 Bisassist Accounts Receivable as of the Closing Effective Date than the reserve reflected specified in the Interim Bisassist Balance Sheet represented of by the Bisassist Accounts Receivable reflected specified therein and will not represent a material adverse change in the composition of such Bisassist Accounts Receivable in terms of aging). Subject to such reserves, each of the Bisassist 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 Bisassist Accounts Receivable relating to the amount or validity of such Bisassist Accounts Receivable. Part 3.8 3.9 of the Bisassist Disclosure Letter contains specifies a complete and accurate list of all Bisassist Accounts Receivable as of the date of the Interim Bisassist Balance Sheet, which list sets forth Sheet and the aging of such each Bisassist 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 days after the day on which it first becomes due and payable, except as disclosed on Schedule 3.8. 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 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, notes receivable and ------------------- other monies due to the Company and each of its Subsidiaries for performance of services and other business transactions (whether or not on the books of the Acquired Companies that are reflected Company) on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Acquired Companies as of the Closing Date closing date (collectively, the "Accounts Receivable") represent are (a) validly existing and (b) enforceable by the Company or will represent valid obligations arising from sales actually made its Subsidiaries in accordance with the terms of the instruments or services actually performed documents creating them, and (c) other than as listed on Schedule 5.19, collectible within ninety days (90) after billing at ------------- the full recorded amount thereof less an allowance for collection losses disclosed in the Ordinary Course Balance Sheet, or in the case of Business. Unless paid prior to Accounts Receivable arising after the Closing Balance Sheet Date, an allowance for collection losses accrued on the Accounts Receivable are or will be as books of the Closing Date current Company or the Subsidiaries in the ordinary course of business consistent with past practices and collectible net of the respective reserves shown in accordance with GAAP. The allowance for collection losses on the Balance Sheet or was established 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 andpractices and in accordance with GAAP. The Accounts Receivable represent monies due for, and have arisen solely out of, bona fide sales and deliveries of goods, performance of services and other business transactions in the case ordinary course of the reserve as of the Closing Date, will not represent a greater percentage business consistent with past practices. None of the Accounts Receivable represent monies due for goods either sold on consignment or sold on approval. Except 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 set forth on Schedule 5.19, ------------- there are no refunds, discounts or other adjustments payable with respect to any such Accounts Receivable in terms of aging). Subject to such reservesReceivable, each of the Accounts Receivable either has been or will be collected in fulland there are no defenses, 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 rights of set-off, other than returns in the Ordinary Course of Businesscounterclaims, under assignments, restrictions, encumbrances, or conditions have been asserted by third parties on or affecting 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 The accounting records of the Company, all of which have been made available to Purchaser, are complete and correct and have been maintained in accordance with sound business practices. For purposes of this Agreement, the term "Accounts Receivable" shall mean all accounts receivable of the Acquired Companies Company that are reflected on the Balance Sheet or the Interim Company Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date (collectively, the "Effective Time. All Accounts Receivable") Receivable that represent trade receivables represent or will represent as of the Effective Time valid obligations arising from sales actually made or services actually performed in the Ordinary Course ordinary course of Businessbusiness. Substantially all Accounts Receivable of the Company are trade receivables. 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 in accordance with past practice net of the respective reserves shown on the Balance Sheet or the Interim Company Balance Sheet or on the accounting records of the Acquired Companies Company as of the Closing Date Effective Time (which reserves shown on the Company Balance Sheet are adequate and calculated determined 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 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 contractual right of set-off, other than returns in the Ordinary Course ordinary course of Businessbusiness, under any Contract with any obligor maker of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter The Company Schedules relating to Accounts Receivable contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance SheetNovember 30, 1997 which list sets forth (i) the aging of such Accounts Receivable, (ii) with respect to Accounts Receivable for consulting services, the type of contract underlying such obligation (such as fixed-price or time and expense or a combination or variation thereof), and (iii) with respect to Accounts Receivable which arise from fixed-price consulting contracts, the amount by which the fixed-price deviates from the actual fees and disbursements incurred in connection with the contract. The Company Schedules set forth a description of the standard billing practices of the Company with respect to consulting services, including, without limitation, the billing periods and the types of contracts (such as fixed-price or time and expense or a combination or variation thereof). The Company Schedules set forth the fees and disbursements accrued but not yet billed by the Company as of November 30, 1997 ("Accrued Fees"). Except as set forth in the Company Schedules, all of the Accrued Fees are billable and collectible by the Company.

Accounts Receivable. All accounts receivable of the Acquired Companies Accounts Receivable that are reflected on the Balance Sheet Audited Financial Statements 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 in all material respects and collectible net of the respective reserves shown on the Balance Sheet Audited Financial Statements or the Interim Balance Sheet or on the accounting records of Closing Financial Statements (collectively, the Acquired Companies as of the Closing Date “Reserves”) (which reserves Reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of on the Closing DateFinancial Statements, 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 reflect any Material Adverse Effect 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, 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, subject to the Reserves. 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 Sheetthis Agreement, which list sets forth the aging of each such Accounts ReceivableAccount Receivable and which Part 3.11 shall be updated by Seller as of the Closing Date.

Accounts Receivable. All (a) Except for the amounts set forth on Section 3.9 of the Disclosure Schedule, all accounts receivable of the Acquired Companies that Company (collectively, the “Accounts Receivable”) 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 (collectivelyCompany’s books and records, the "Accounts Receivable") and represent or will represent valid legal, valid, binding and enforceable 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 collected in full within eighteen (18) months after the Closing Date current except for (i) the bad debt and collectible net write-offs that are within the levels 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 Closing for the Closing Date same and (ii) Accounts Receivable that relate to contractually required retainage which reserves are adequate and calculated consistent with past practice andwill be collected within 120 days of substantial completion. To the Sellers’ Knowledge, there is no contest, claim, counterclaim or right of set-off other than returns in the case Ordinary Course of Business under any Contract with any obligor of any Accounts Receivable relating to the reserve as amount or validity of the Closing Date, will not represent a greater percentage of the such Accounts Receivable as of the Closing Date than Date. (b) Except for the reserve reflected in the Interim Balance Sheet represented amounts set forth on Section 3.9 of the Accounts Receivable Disclosure Schedule, all notes and employee receivables are reflected therein on the Company’s books and will not records, and represent a material adverse change in legal, valid, binding, and enforceable obligations owed to the composition of such Accounts Receivable in terms of aging)Company. Subject to such reserves, each of the Accounts Receivable either has been or The notes and employee receivables will be collected in full, without any set-off, full within ninety days eighteen (18) months after the day on which it first becomes due and payableClosing Date. There To the Sellers’ Knowledge, there is no contest, 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 any note or employee receivables as of the Closing Date relating to the amount or validity of such Accounts Receivable. Part 3.8 note or employee receivables as of the Closing Date. (c) Except for the amounts set forth on Section 3.9 of the Disclosure Letter contains a complete Schedule, all costs in excess of xxxxxxxx of the Company are reflected on the Company’s books and accurate list records, and these costs in excess of xxxxxxxx will, after being billed, represent legal, valid, binding and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. These costs in excess of xxxxxxxx will be collected in full within eighteen (18) months after the Closing Date except for costs in excess of xxxxxxxx that relate to contractually required retainage which will be collected within 120 days of substantial completion. To the Sellers’ Knowledge, there is no contest, claim or right of set-off under any Contract with any obligor relating to the amount or validity of these costs in excess of xxxxxxxx. (d) Except for the amounts set forth on Section 3.9 of the Disclosure Schedule, all Accounts Receivable retainage receivables of the Company are reflected on the Company’s books and records, and represent legal, valid, binding, and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. The retainage receivables as of the date Closing Date will be collected in full upon the latter of: (i) eighteen (18) months after the Closing Date, or (ii) nine (9) months after completion of the Interim Balance Sheetunderlying project, which list sets forth but in any event all retainage receivables as of the aging Closing Date shall be collected within thirty (30) months after the Closing Date. To the Sellers’ Knowledge, there is no contest, claim, or right of such Accounts Receivableset-off under any Contract with any obligor relating to the amount or validity of the retainage receivables as of the Closing Date.

Accounts Receivable. All accounts receivable of each of the Acquired Companies Sellers that were reflected in the Unaudited Year-End Financial Statements or that are reflected on the Balance Sheet or the Interim Balance Sheet or on in the accounting records of the Acquired Companies any Seller as of the Closing Date Determination Time (collectively, the "Accounts Receivable") represent represented or will represent valid obligations by third parties owed to the Sellers arising from sales actually made or services actually performed in the Ordinary Course of BusinessBusiness to or for (as applicable) Persons other than the Sellers or any of their respective Affiliates. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date Determination Time current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet Unaudited Year-End Financial Statements or on the accounting records of the Acquired Companies Sellers as of the Closing Date Determination Time (which reserves are adequate and calculated consistent with past practice and, in the case Ordinary Course 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 Business and 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 agingcompliance with GAAP). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in the Ordinary Course of Business, in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no dispute, contest, claim, or right of set-off, other than returns returns, disputes, contests, claims, or rights of set-off 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 The Accounts Receivable are not subject to reduction for returns, credit losses, marketing and advertising allowances, credits, xxxx-xxxxx, reimbursements or costs or the like, other than in the Ordinary Course of Business and in each case for which adequate reserves are established in the books, records and Financial Statements of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as Sellers in accordance with GAAP. To the Knowledge of the date Sellers, no fact or circumstance exists that would cause the reserves for disputes, contests, claims, or rights of set-off, returns, credit losses, marketing and advertising allowances, credits, xxxx-xxxxx, reimbursements or costs or the Interim Balance Sheetlike, which list sets bad debt and doubtful accounts set forth in the aging of such Accounts ReceivableUnaudited Year-End Financial Statements to be inadequate in the aggregate.

Accounts Receivable. All (a) Except for the amounts set forth on Schedule 3.8, all notes, accounts receivable receivable, employee and other receivables, and costs in excess of xxxxxxxx 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"”) are reflected properly on the Acquired Companies’ books, records and Financial Statements, and these Accounts Receivable represent or will represent valid legal, valid, binding and enforceable 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 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, full within ninety days eighteen (18) months after the day on which it first becomes due Closing Date except for the bad debt and payablewrite-offs that are within the levels of reserves as of Closing for the same. There is no contest, claim, counterclaim or right of set-off, off other than returns in the Ordinary Course of Business, Business under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. (b) Except for the amounts set forth on Schedule 3.8, all notes receivable are reflected properly on the Acquired Companies’ books and records, and these notes represent legal, valid, binding, and enforceable obligations owed to the Acquired Companies arising from the Acquired Companies’ Ordinary Course of Business. Part 3.8 The notes receivable are current and will be collected in full within eighteen (18) months after the Closing Date. There is no contest, claim, or right of set-off with any obligor of any note receivable relating to the amount or validity of such note receivable. (c) Except for the amounts set forth on Schedule 3.8, all costs in excess of xxxxxxxx of the Disclosure Letter contains a complete Company are reflected properly on the Company’s books and accurate list records, and these costs in excess of xxxxxxxx will, after being billed, represent legal, valid, binding and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. These costs in excess of xxxxxxxx will be collected in full within eighteen (18) months after the Closing Date. There is no contest, claim or right of set-off under any Contract with any obligor relating to the amount or validity of these costs in excess of xxxxxxxx. (d) Except for the amounts set forth on Schedule 3.8, all Accounts Receivable as retainage of the date Acquired Companies is reflected properly on the Acquired Companies’ books and records, and this retainage represents legal, valid, binding, and enforceable obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. This retainage will be collected in full either: (1) within eighteen (18) months after the Closing Date, or (ii) within nine (9) months after completion of the Interim Balance Sheetunderlying project, which list sets forth but in any event within thirty (30) months after the aging Closing Date. There is no contest, claim, or right of such Accounts Receivableset-off under any Contract with any obligor relating to the amount or validity of this retainage.

Accounts Receivable. All accounts receivable of the Acquired Companies Entity that are reflected on the Balance Sheet or the Interim Current Balance Sheet or on the accounting records of the Acquired Companies Entity as of the Closing Date (collectively, the "Accounts Receivable") are recorded in compliance with GAAP and represent or will represent valid obligations receivables 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 Date, to the Knowledge of the Acquired Entity and/or the Seller, collectible net of the respective reserves shown on the Balance Sheet or the Interim Current 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 Entity 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 collected in full or will is expected to be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable, except as described in Schedule 3.10. 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 3.10 contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheetnoted thereon, which list sets forth the aging of such Accounts Receivable, as well as any known actual or potential contest, claim, or right of set-off other than returns in the ordinary course of business.