Common use of Collectibility of Receivables Clause in Contracts

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. (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, (ia) valid and enforceable claims, (iib) which arose out of transactions with unaffiliated parties, (iiic) fully collectible within ninety one hundred twenty (90120) days after acceptance of the system(s) by the customer invoice date through normal means of collection, and (ivd) 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 and on the Closing Date Balance Sheet will be, 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 24on June 30, 20001998, 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 24on July 31, 2000 1998, is attached as SCHEDULE 2.12Schedule 2.12 and an accurate aging of the Company's Receivables as of the Closing Date will be delivered with the Closing Balance Sheet. Since, Since December 31, 1999 1997, there has not been a material change in the Company's Receivables' 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. (a) All Except as set forth on Schedule 2.12 ----------------------------- ------------- all of the accounts receivable, trade accounts, notes receivable, contract receivables, unbilled invoices and other receivables ("Receivables") of the Company and the Subsidiaries 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 existing on the Closing Date, will beare as of the Closing Date, (ia) valid and enforceable claims, (iib) which arose out of transactions with unaffiliated parties, (iiic) fully collectible within ninety (90) days after acceptance of the system(s) by the customer invoice date through normal means of collection, and (ivd) 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 and on the Closing Balance Sheet will be, accrued in accordance with GAAP applied on a basis consistent with prior financial statements of the CompanySeller. A complete and accurate list of each Receivable accrued on the CompanySeller's books as of April 24on May 31, 20001999, which lists the name, age and amount thereof, has been delivered to Buyer. An accurate summary of the aging of the CompanySeller's Receivables as of April 24on May 31, 2000 1999 is attached as SCHEDULE Schedule 2.12. SinceSince the ------------- Base Balance Sheet Date, December 31, 1999 there has not been a material change in the CompanySeller's Receivablesreceivables' 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. (a) All of the accounts receivable, trade ----------------------------- accounts, notes receivable, contract receivables, unbilled invoices invoices, debts owing to the Company 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 at the time of Closing Date, will be, (ia) valid and enforceable claims, (iib) which arose out of transactions with unaffiliated parties, (iiic) fully collectible within ninety (90) days after acceptance of the system(s) by the customer invoice date through normal means of collection, and (ivd) subject to no set-off, defense or counterclaim, and (e) trade debts incurred in the ordinary course of business. 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 UK 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, on 30 June 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, on 30 June 2000 is attached as SCHEDULE Schedule 2.12. SinceSince 30 September 1999, 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.