INVENTORIES AND RECEIVABLES. The finished goods inventories of the Company and the Subsidiaries consist of items of quantity and quality useable or saleable at market price in the ordinary course of business in the customary markets o the Company or the Subsidiaries, as the case may be, and all inventories of raw materials and goods in process of the Company and the Subsidiaries are of sufficient quality to produce such finished goods inventory so saleable. The value of all items in the Company's or the Subsidiaries' inventory, including obsolete materials or materials below standard quality, are reflected at the lower of cost or realisable market value, or adequate reserves have been provided therefor on the Balance Sheet or will be provided for in the July 31, 1999 Audited Financial Statements, and the value at which the inventories are carried on the Balance Sheet reflects the Company's and the Subsidiaries' normal inventory valuation policy. Subject to normal reserves in accordance with generally accepted accounting principles, the notes and accounts receivable of the Company and the Subsidiaries are valid and collectible in the face amounts thereof, subject to no counterclaim, set-off or other deduction. None of the obligors under the accounts receivable has refused or given notice that it will refuse to pay the full amount or any portion thereof.
INVENTORIES AND RECEIVABLES. 34 4.27 RELATIONS WITH CUSTOMERS AND SUPPLIERS...............................35 4.28 SALES AND PURCHASE ORDERS BACKLOG....................................35 4.29
INVENTORIES AND RECEIVABLES. (a) The inventory of the Company and each of its Subsidiaries as of October 29, 2004 is reflected in the Company Financial Statements as of such date in accordance with U.S. GAAP (subject to the reserves provided for therein). Except as disclosed in SCHEDULE 4.26(A) hereto: (i) since October 29, 2004, the Company and each of its Subsidiaries has acquired and disposed of inventory only in the ordinary course of business; (ii) subject to the reserves provided for therein, the booked inventory of the Company and its Subsidiaries consists of items of a quality salable or usable in the ordinary course of business (except to the extent returnable to the vendors thereof for the full Purchase Price); (iii) none of the Company or any of its Subsidiaries is bound by any inventory purchase commitment, whether oral or written, formal or informal, that is not cancelable by such person without penalty on written notice of sixty (60) days or less, or which was not ordered in connection with a valid purchase order, letter of intent, instruction, forecast or manufacturing agreement from a customer; (iv) subject to normal reserves in accordance with past practice not exceeding the amounts of such reserves in the Company Financial Statements, the accounts receivable of the Company and its Subsidiaries are, and as of the Closing will be, valid and are subject to no counterclaim, set-off or other deduction or notice of refusal to pay (other than those arising from standard procedures and contractual provisions relating to the retest, repair and replacement of customer returns); and (v) all receivables arose in the ordinary course of business in arms-length transactions for goods actually sold and services actually performed or to be performed and no receivables are subject to prior assignment, claim, lien or security interest.
(b) SCHEDULE 4.26(B) hereto sets forth a complete list of the addresses of all warehouses and other facilities in which the inventories of the Company and its Subsidiaries are located.
INVENTORIES AND RECEIVABLES. 5.16.1 The inventories of the Company at May 31, 2003 are shown on the balance sheet at May 31, 2003 referred to in Section 5.5. Such inventories and the inventories acquired by the Company subsequent to the date of such balance sheet consist of items of a quality and quantity usable and salable in the normal course of the Company’s business and not in excess of its reasonable requirements. The values of obsolete materials and materials below standard quality have been written down on its books of account to realizable market value, or adequate reserves have been provided therefor in accordance with GAAP. All items included in such inventories are owned by the Company, except for sales made subsequent to the date of such balance sheet in the ordinary course of business, for all of which either the purchaser has made full payment or the purchaser is obligated to make payment and such obligation is an asset of the Company in accordance with GAAP. All inventories of raw materials and finished goods are carried on the May 31, 2003 balance sheet referred to in Section 5.5 and are carried on the books at the lower of cost (first in-first out) or market. The inventories are not in excess of the Company’s reasonable requirements.
5.16.2 All receivables of the Company shown on the balance sheet at May 31, 2003 referred to in Section 5.5 and all receivables of the Company that have arisen subsequent to the date of such balance sheet arose in the ordinary course of business, and the aggregate amounts thereof are collectible at the net recorded value thereof, and are carried at values determined in accordance with GAAP consistently applied. The Company has established reserves for doubtful accounts only in accordance with GAAP and to the extent reflected in the Financial Statements. None of the receivables of the Company is subject to any stated claim of offset, recoupment, setoff or counterclaim, and the Company has no Knowledge of any facts or circumstances that would give rise to any such claim. No receivables are contingent upon the performance by the Company of any obligation or contract. No agreement for deduction or discount has been made with respect to any of such receivables.
5.16.3 No agreement or commitment has been made with or to any customer by the Company to provide price or payment concessions to such customer in any future sale or sales to such customer.
INVENTORIES AND RECEIVABLES. The inventory of each member of the AVEX Group as of December 31, 1998 and at May 31, 1999 is reflected in the AVEX Financial Statements and the Interim Financial Schedules, respectively, as of such date in accordance with GAAP (subject to the reserves provided for therein). Except as disclosed in SCHEDULE 3.24
(i) since December 31, 1998, each member of the AVEX Group has acquired and disposed of inventory only in the ordinary course of business, (ii) to the knowledge of Seller and subject to the reserves provided for therein, the booked inventory of the AVEX Group consists in all material respects of items of a quality salable or usable in the ordinary course of business (except to the extent returnable to the vendors thereof for the full purchase price), (iii) no member of the AVEX Group is bound by any inventory purchase commitment, whether oral or written, formal or informal, that is not cancelable by such member without penalty on written notice of 60 days or less, or which was not ordered in connection with a valid purchase order, letter of intent, instruction, forecast or manufacturing agreement from a customer, and (iv) subject to normal reserves in accordance with past practice not exceeding the amounts of such reserves in the AVEX Financial Statements, the accounts receivable of the AVEX Group are, and as of the Closing Time will be, valid and are subject to no counterclaim, set-off or other deduction or notice of refusal to pay (other than those arising from standard procedures and contractual provisions relating to the retest, repair and replacement of customer returns).
INVENTORIES AND RECEIVABLES. All of the Company's inventories (including raw materials, work in process and finished goods) are in good condition, not obsolete or defective and useable or saleable in the usual and ordinary course of business except to the extent reflected on the Company's books and records. Exhibit 3.
(a) lists all raw materials, work in progress and inventory that are owned by customers and not by the
INVENTORIES AND RECEIVABLES. (a) All supplies and other inventories of the Business are of a quality and quantity which are useable in the ordinary course of the Business.
(b) All of the accounts receivable included in the Assets represent bona fide sales made or services rendered by the Seller prior to the date hereof. To the best of the Seller's and the Stockholder's knowledge, no offsets, deductions or claims have been asserted against or in respect of any of such accounts receivable.
INVENTORIES AND RECEIVABLES. All inventories of finished --------------------------- goods reflected in the financial statements of the Company and the Company Subsidiaries are salable in the ordinary course of business in the customary markets of the Company and the Company Subsidiaries, and all inventories of raw materials and goods in process of the Company and the Company Subsidiaries are of sufficient quality to produce such finished goods inventory so salable. Subject to normal reserves, except as disclosed in Section 2.1.23 of the Disclosure Schedule, the accounts and notes receivable of the Company and the Company Subsidiaries are valid and, to the best knowledge of the Company and the Majority Stockholders, subject to no counterclaim, set-off or other deduction. Subject to normal reserves, except as described in Section 2.1.23 of the Disclosure Schedule, all accounts and notes receivable of the Company and the Company Subsidiaries will be collected in full within 120 days from the Closing Date.
INVENTORIES AND RECEIVABLES. 26 5.17 Contracts........................................................ 26 5.18
INVENTORIES AND RECEIVABLES. 5.16.1 The inventories of each of the SP Companies at September 30, 1997 and February 28, 1998 are shown, respectively, on the balance sheets at September 30, 1997 and February 28, 1998 referred to in Section 5.5. Such inventories and the inventories acquired by each of the SP Companies subsequent to the date of such balance sheets consist of items of a quality and quantity usable and salable in the normal course of each such Company's business and not in excess of its reasonable requirements. To the Knowledge of the Warranting Parties, the values of obsolete materials and materials below standard quality have been written down on its books of account to realizable market value, or adequate reserves have been provided therefor in accordance with GAAP. All items included in such inventories are owned by each such SP Company, except for sales made subsequent to the date of such balance sheets in the ordinary course of business, for all of which either the purchaser has made full payment or the purchaser is obligated to make payment and such obligation is an asset of the SP Companies in accordance with GAAP. To the Knowledge of the Warranting Parties, all inventories of raw materials and finished goods are carried on the September 30, 1997 and February 28, 1998 balance sheets referred to in Section 5.5 and are carried on the books at the lower of cost (last in-first out) or market. The inventories are not in excess of reasonable requirements.
5.16.2 All receivables of each of the SP Companies shown on the balance sheets at September 30, 1997 and February 28, 1998 referred to in Section 5.5 arose in the ordinary course of business, and, to the Knowledge of the Warranting Parties, the aggregate amounts thereof are collectible at the net recorded value thereof, and are carried at values determined in accordance with GAAP. Each of the SP Companies has established reserves for doubtful accounts only in accordance with GAAP and to the extent reflected in the Financial Statements. To the Knowledge of the Warranting Parties, none of the receivables of the SP Companies is subject to any stated claim of offset, recoupment, setoff or counterclaim, and the Warranting Parties have no Knowledge of any facts or circumstances that would give rise to any such claim. To the Knowledge of the Warranting Parties, no receivables are contingent upon the performance by either of the SP Companies of any obligation or contract. No agreement for deduction or discount has been made with...
