Common use of Inventories; Receivables; Payables Clause in Contracts

Inventories; Receivables; Payables. (a) The inventories of the Purchaser are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 8 contracts

Samples: Share Exchange Agreement (Sentient Brands Holdings Inc.), Share Exchange Agreement (Havana Furnishings Inc.), Share Exchange Agreement (Scoop Media, Inc.)

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Inventories; Receivables; Payables. (a) The Except to the extent reflected in the Balance Sheet, the inventories of the Purchaser Company, the Purchased Companies and their Subsidiaries are usable and, with respect to finished goods, are in good and marketable condition, and are saleable in the ordinary course Ordinary Course of businessBusiness. Adequate reserves have been reflected in the Balance Sheet for shorts, obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company, the Purchased Companies or any of their Subsidiaries have arisen from bona fide transactions in the ordinary course Ordinary Course of business Business consistent with past practice. All accounts receivable of the Purchaser Company, the Purchased Companies and their Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company, the Purchased Companies and their Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course Ordinary Course of business Business and have been paid or are not yet due and payable.

Appears in 4 contracts

Samples: Stock and Asset Purchase Agreement (Applied Materials Inc /De), Stock and Asset Purchase Agreement (Segal Edward D), Stock and Asset Purchase Agreement (Metron Technology N V)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedmaintains no inventories. (b) All accounts receivable of the Purchaser have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 2 contracts

Samples: Share Exchange Agreement (Armitage Mining Corp), Share Exchange Agreement (Armitage Mining Corp)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company and its Subsidiaries are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company and its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company and its Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Digicorp), Stock Purchase Agreement (Science Dynamics Corp)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company and its Subsidiaries are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company and its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company and its Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 2 contracts

Samples: Amalgamation Agreement (Maxim Mortgage Corp/), Agreement and Plan of Amalgamation (Thomas Equipment, Inc.)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Company Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser have Company has arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on the Company Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Company Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company reflected in the Company Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Share Exchange Agreement (Global Boatworks Holdings, Inc.)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Stock Exchange Agreement (Protosource Corp)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Business are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for shorts, drops, off- cuts, obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Business have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All Except as disclosed on Schedule 3.22, all accounts receivable of the Purchaser Business reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date and prior to the Closing Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Business reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zonagen Inc)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Seller are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Seller have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Seller reflected on the Seller Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Seller Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. The parties agree and acknowledge that Buyer’s sole remedy for a breach of this representation and warranty shall be to require Seller to repurchase uncollected accounts receivable. (c) All accounts payable of the Purchaser Seller reflected in the Seller Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Asset Purchase Agreement (TheRetirementSolution.com, Inc.)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company and its Subsidiaries are in good and marketable condition, condition and are saleable in the ordinary course of business. Adequate reserves have been reflected in on the Balance Sheet for excess, obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All To the Knowledge of the Company, all accounts receivable of the Purchaser Company and its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All To the Knowledge of the Company, all accounts receivable receivables arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns return or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company and its Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions transaction in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Littelfuse Inc /De)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Seller and Pinless are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Seller and Pinless have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Seller reflected on the Seller Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Seller Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. The parties agree and acknowledge that Buyer’s sole remedy for a breach of this representation and warranty shall be to require Seller to repurchase uncollected accounts receivable as per Section 1 .4(b)(ii) hereof. (c) All accounts payable of the Purchaser Seller reflected in the Seller Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ventures National Inc)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have not been paid or are not yet due and payable.

Appears in 1 contract

Samples: Share Exchange Agreement (Global Boatworks Holdings, Inc.)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Share Exchange Agreement (CornerWorld Corp)

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Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet Company's Financial Statements for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on in the Balance Sheet Company's Financial Statements are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date since September 30, 2004 are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company reflected in the Balance Sheet Company's Financial Statements or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payablepayable in accordance with the Company's past practices.

Appears in 1 contract

Samples: Stock Purchase Agreement (Franklin Capital Corp)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payablepayable in accordance with the Company's past practices.

Appears in 1 contract

Samples: Stock Purchase Agreement (WPCS International Inc)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser and its Subsidiaries are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser and its Subsidiaries reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser and its Subsidiaries reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Merger Agreement (Go2pharmacy Com Inc)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Companies are in good and marketable condition, and are saleable in the ordinary course of business. All inventories owned by the Companies have been purchased in the ordinary course of business and consistent with anticipated requirements of the Business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Companies have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Companies reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Companies reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jackpot Enterprises Inc)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Seller are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Seller have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Seller reflected on the Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Seller reflected in the Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Descriptor Systems Inc)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on the Company Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Company Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. The parties agree and acknowledge that Buyer’s sole remedy for a breach of this representation and warranty shall be to require Company to repurchase uncollected accounts receivable. (c) All accounts payable of the Purchaser Company reflected in the Company Balance Sheet or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TheRetirementSolution.com, Inc.)

Inventories; Receivables; Payables. (a) The inventories of the Purchaser Company are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected in the Balance Sheet Company Financial Statements for obsolete or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (b) All accounts receivable of the Purchaser Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Purchaser Company reflected on the Balance Sheet Company Financial Statements are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Inception Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (c) All accounts payable of the Purchaser Company reflected in the Balance Sheet Company Financial Statements or arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.

Appears in 1 contract

Samples: Share Exchange Agreement (Sentient Brands Holdings Inc.)

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