Collectibility of Receivables. (a) All of the accounts receivable, trade accounts, notes receivable, contract receivables, unbilled invoices and other receivables ("Receivables") of the Company and the Subsidiaries shown or reflected on the Base Balance Sheet, less a reserve for bad debts in the amount shown on the Base Balance Sheet are, and those existing on the Closing Date, will be, (i) valid and enforceable claims, (ii) which arose out of transactions with unaffiliated parties, (iii) fully collectible within ninety (90) days after acceptance of the system(s) by the customer through normal means of collection, and (iv) subject to no set-off, defense or counterclaim. None of the Receivables has at any time been placed for collection with any attorney, collection agency or similar individual or entity. The reserves for doubtful accounts and the values at which Receivables are accrued on the Base Balance Sheet are accrued in accordance with GAAP applied on a basis consistent with prior financial statements of the Company. A complete and accurate list of each Receivable accrued on the Company's books as of April 24, 2000, which lists the name, age and amount thereof, has been delivered to Buyer. An accurate summary of the aging of the Company's Receivables as of April 24, 2000 is attached as SCHEDULE 2.12. Since, December 31, 1999 there has not been a material change in the Company's Receivables' aging practice.
(b) Neither the Company, any Subsidiary nor the McIntyres has knowledge that any of the Company's debtors are bankrupt, have defaulted on a promissory note or payment obligation, or had a check returned because of insufficient funds or that such condition is imminent.
Collectibility of Receivables. All of the accounts receivable, trade accounts, notes receivable, contract receivables, unbilled invoices and other receivables ("RECEIVABLES") of both of the Sellers shown or reflected on the Base Balance Sheet are, and those to be reflected on the Closing Balance Sheet will be: (a) valid and enforceable claims; (b) which arose out of transactions with unaffiliated parties; (c) fully collectible within ninety (90) days of invoice date through normal means of collection, other than allowances for doubtful Receivables reflected on the Closing Balance Sheet as determined in compliance with US GAAP; and (d) subject to no set-off, defense or counterclaim.
Collectibility of Receivables. Except as disclosed on Schedule 3.23, all Receivables that comprise the accounts receivable balance on the Final Effective Date Balance Sheet are collectible (net of reserves) in the ordinary course of business which for Seller is 180 days.
Collectibility of Receivables. None of the Originators will make any representations or warranties to the SPV Purchaser or its assigns as to the collectibility of the Receivables, the solvency of the Obligors or any guarantors, endorsers, co-makers or assuming parties on the Receivables, except for those representations and warranties set forth in Sections 5.1(i) and 5.1(t) of the Purchase Agreement as to compliance with the Credit and Collection Policies and status as Eligible Receivables of Receivables identified on a Purchase Report as such by the related Originator.
Collectibility of Receivables. All of the accounts receivable, trade accounts, notes receivable, contract receivables, unbilled invoices and other receivables, net of reserves ("RECEIVABLES") of the Sellers shown or reflected on the Base Balance Sheet (other than Receivables the account debtors of which are other Sellers) are, and those to be reflected on the Closing Balance Sheet will be: (a) valid and enforceable claims; (b) which arose out of transactions with unaffiliated parties; and (c) subject to no set-off, defense or counterclaim.
Collectibility of Receivables. All accounts receivable set forth on the books and records of the Company and the Subsidiary (i) are accurately reflected in the books and records of the Company or the Subsidiary, (ii) are valid receivables owned by the Company or the Subsidiary, (iii) are not subject to counterclaims (other than customer debit memos issued in the ordinary course of business), and (iv) to the knowledge of the Company and the Sellers are collectible (subject to applicable reserves as set forth on the books and records of the Company and the Subsidiary) in their recorded amounts in the ordinary course of business. Schedule 3.11 attached hereto contains a breakdown of the accounts receivable of the Company and the Subsidiary as of December 31, 1997.
Collectibility of Receivables. All accounts receivable set forth on the books and records of the Purchaser and its subsidiaries (i) are accurately reflected in the books and records of the Purchaser and its subsidiaries, (ii) are valid receivables owned by the Purchaser and its subsidiaries, (iii) are not subject to counterclaims (other than customer debit memos issued in the ordinary course of business), and (iv) to the knowledge of the Purchaser and its subsidiaries, are collectible (subject to applicable reserves as set forth on the books and records of the Purchaser and its subsidiaries) in their recorded amounts in the ordinary course of business.
Collectibility of Receivables. All of the accounts receivable of the Company and its Subsidiaries shown or reflected on the Company’s balance sheet dated December 31, 2007 (the “12/31 Balance Sheet”), less a reserve for bad debts in the amount of $17,644 (the “Allowed Reserve”) (regardless of the total amount of reserves that may appear on the 12/31 Balance Sheet) and less any portion of such accounts receivable collected prior to the Closing are (a) valid and enforceable claims, (b) arose out of transactions with unaffiliated, independent third parties, (c) fully collectible within one hundred fifty (150) days of the Closing Date through normal means of collection, and (d) subject to no set-off, defense or counterclaim. The reserves for doubtful accounts and the values at which accounts receivable are accrued on the Financial Statements and the 12/31 Balance Sheet are in accordance with GAAP applied on a basis consistent with prior financial statements of the Company, on a consolidated basis. A complete and accurate list of each account receivable accrued on the 12/31 Balance Sheet that remains uncollected (the “12/31 Balance Sheet AR”), which lists the name, age and amount thereof, and any reserve for bad debts related thereto, is attached as Schedule 2.13. Since the Base Balance Sheet Date, there has not been a material change in the Company’s or its Subsidiaries’ receivables’ aging practice.
Collectibility of Receivables. All of the Receivables of Seller shown or reflected on the Base Balance Sheet, less a reserve for bad debts in the amount shown on the Base Balance Sheet are, and those outstanding at the Closing will be (a) valid and enforceable claims, (b) which arose out of transactions with unaffiliated parties, (c) fully collectible within ninety (90) days of invoice date through normal means of collection, and (d) subject to no set-off, defense or counterclaim. The reserves for doubtful accounts and the values at which Receivables are accrued on the Base Balance Sheet are in accordance with GAAP applied on a basis consistent with prior financial statements of Seller. A complete and accurate list of each Receivable accrued on Seller's books on July 31, 1998, which lists the name, age and amount thereof, is attached as SCHEDULE 2.
Collectibility of Receivables. All of the accounts receivable, trade accounts, notes receivable, contract receivables and other receivables ("RECEIVABLES") of the Seller shown or reflected on the Base Balance Sheet are, and those to be reflected on the Closing Balance Sheet will be: (a) valid and enforceable claims which arose out of transactions with Persons who are not affiliated with the Seller; (b) fully collectible net of reserves within one hundred twenty (120) days of invoice date through normal means of collection; and (c) subject to no set-off, defense or counterclaim.
