Common use of Inventories; Receivables; Payables Clause in Contracts

Inventories; Receivables; Payables. (i) The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents and, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, which reserves were calculated in accordance with GAAP consistently applied. (ii) All accounts receivable of the Company and the Subsidiary have arisen from bona fide transactions in the ordinary course of business. All accounts receivable of the Company and the Subsidiary reflected on the most recent balance sheet included in the Company SEC Documents 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 accordance with GAAP consistently applied. All accounts receivable arising after the date of the most recent balance sheet included in the Company SEC Documents 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 accordance with GAAP consistently applied. (iii) All accounts payable of the Company and the Subsidiary reflected on the most recent balance sheet included in the Company SEC Documents 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 overdue within their agreed-upon payment terms.

Inventories; Receivables; Payables. (i) The ---------------------------------- inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary its subsidiaries are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents and, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, which reserves were calculated in accordance with GAAP consistently applied. (ii) All accounts receivable of the Company and the Subsidiary its subsidiaries have arisen from bona fide transactions in the ordinary course of business. All accounts receivable of the Company and the Subsidiary its subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents 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 accordance with GAAP consistently applied. All accounts receivable arising after the date of the most recent balance sheet included in the Company SEC Documents 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 accordance with GAAP consistently applied. (iii) All accounts payable of the Company and the Subsidiary its subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents 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 overdue within their agreed-upon payment termsdue and payable.

Inventories; Receivables; Payables. (ia) The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary its Subsidiaries are in good and marketable conditioncondition in all material respects, and are saleable in all material respects in the ordinary course of business. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents andbusiness consistent with past practice, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, except for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, for which adequate reserves were calculated have been reflected in the Financial Statements, in accordance with GAAP consistently applied. (iib) All accounts receivable receivable, including salespersons overdrafts representing receivables for sales representative draws paid in excess of earned commissions, of the Company and the Subsidiary have arisen from bona fide transactions its Subsidiaries reflected in the ordinary course of business. All accounts receivable of the Company and the Subsidiary reflected on the most recent balance sheet included in the Company SEC Documents Financial Statements are good and collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or returns, doubtful accounts or uncollectible amounts 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 date of the most recent balance sheet included in the Company SEC Documents December 31, 2003 are good and collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns returns, doubtful accounts or doubtful accountsuncollectible amounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedapplied and, since December 31, 2003, neither the Company nor any of its Subsidiaries has made any significant change in its policies or practices regarding collection of its accounts receivable. (iiic) All accounts payable accounts, commission and other trade payables of the Company and the Subsidiary its Subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents Financial Statements or arising after the date thereof December 31, 2003 are the result of bona fide transactions in the ordinary course of business consistent with past practice in all material respects and have been paid were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied and neither the Company nor any of its Subsidiaries has adversely changed its policies or are not yet overdue within their agreed-upon practices regarding the payment termsof its accounts, commission and other trade payables since December 31, 2003.

Inventories; Receivables; Payables. (ia) The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary its Subsidiaries are in good and marketable condition, and are of a quality and quantity saleable in the ordinary course of businessbusiness at normal profit margins, except to the extent reserves therefor have been established in the Interim Statement of Assets and Liabilities or that will be established in the Closing Statement of Assets and Liabilities. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents andInterim Statement of Assets and Liabilities for obsolete, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, for shorts, drops, off-cuts, obsolete defective or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedthe accounting practices detailed on Schedule 5.8(b). (iib) All accounts receivable of the Company and the Subsidiary its Subsidiaries have arisen from bona fide transactions in the ordinary course of businessbusiness consistent with past practice. All accounts receivable of the Company and the Subsidiary its Subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents Interim Statement of Assets and Liabilities are good and and, to the Seller's Knowledge, 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 appliedthe accounting practices detailed on Schedule 5.8(b). All accounts receivable arising after the date of the most recent balance sheet included in the Company SEC Documents Interim 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 appliedthe accounting practices detailed on Schedule 5.8(b). (iiic) All accounts payable of the Company and the Subsidiary its Subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents Interim Statement of Assets and Liabilities 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 overdue within their agreed-upon payment termsdue and payable.

Inventories; Receivables; Payables. (i) The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary Subsidiaries are in good and marketable conditioncondition in all material respects, and are saleable in all material respects in the ordinary course of business. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents andbusiness consistent with past practice, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, except for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, for which adequate reserves were calculated have been reflected in the Financial Statements, in accordance with GAAP consistently applied. (iia) All accounts receivable receivable, including salespersons overdrafts representing receivables for sales representative draws paid in excess of earned commissions, of the Company and the Subsidiary have arisen from bona fide transactions Subsidiaries reflected in the ordinary course of business. All accounts receivable of the Company and the Subsidiary reflected on the most recent balance sheet included in the Company SEC Documents Financial Statements are good and collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns or returns, doubtful accounts or uncollectible amounts 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 date of the most recent balance sheet included in the Company SEC Documents January 3, 2004 are good and collectible in all material respects at the aggregate recorded amounts thereof, net of any applicable reserve for returns returns, doubtful accounts or doubtful accountsuncollectible amounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently appliedapplied and, since January 3, 2004, neither the Company nor any of the Subsidiaries has made any significant change in its policies or practices regarding collection of its accounts receivable. (iiib) All accounts payable accounts, commission and other trade payables of the Company and the Subsidiary Subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents Financial Statements or arising after the date thereof January 3, 2004 are the result of bona fide transactions in the ordinary course of business consistent with past practice in all material respects and have been paid were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied and neither the Company nor any of the Subsidiaries has adversely changed its policies or are not yet overdue within their agreed-upon practices regarding the payment termsof its accounts, commission and other trade payables since January 3, 2004.

Inventories; Receivables; Payables. (i) The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary its subsidiaries are in good and marketable condition, and are saleable in the ordinary course of business. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents and, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, for shorts, drops, off-cuts, obsolete or otherwise unusable inventory, which reserves were calculated in accordance with GAAP consistently applied. (ii) All accounts receivable of the Company and the Subsidiary its subsidiaries have arisen from bona fide transactions in the ordinary course of business. All accounts receivable of the Company and the Subsidiary its subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents 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 accordance with GAAP consistently applied. All accounts receivable arising after the date of the most recent balance sheet included in the Company SEC Documents 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 accordance with GAAP consistently applied. (iii) All accounts payable of the Company and the Subsidiary its subsidiaries reflected on the most recent balance sheet included in the Company SEC Documents 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 overdue within their agreed-upon payment termsdue and payable.

Inventories; Receivables; Payables. (ia) Schedule 4.22 of the Xxxx-Son Disclosure Schedule contains the most current inventory listings maintained by Xxxx-Son. Except as set forth in Schedule 4.22 of the Xxxx-Son Disclosure Schedule, the inventory of Xxxx-Son consists of raw materials and supplies, manufactured and processed parts, work in process, and finished goods. The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary Xxxx-Son are in good and marketable condition, and are saleable in the ordinary course of business. All inventories owned by Xxxx-Son has been purchased in the ordinary course of business and consistent with anticipated requirements of the business of Xxxx-Son. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents and, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, Xxxx-Son 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 U.S. GAAP consistently applied. (iib) All accounts receivable of the Company and the Subsidiary Xxxx-Son have arisen from bona fide transactions in the ordinary course of businessbusiness consistent with past practice. All accounts receivable of the Company and the Subsidiary Xxxx-Son reflected on the most recent balance sheet included in the Company SEC Documents Xxxx-Son 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 U.S. GAAP consistently applied. All accounts receivable arising after the date of the most recent balance sheet included in the Company SEC Documents Xxxx-Son Balance Sheet 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 U.S. GAAP consistently applied. (iiic) All accounts payable of the Company and the Subsidiary Xxxx-Son reflected on the most recent balance sheet included in the Company SEC Documents 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 overdue within their agreed-upon payment termsdue and payable.

Inventories; Receivables; Payables. (i) The inventories (after deducting the reserve accounts as shown on the Company's financial statements) of the Company and the Subsidiary are in good and marketable condition, and are saleable in the ordinary course of business5.23.1. Adequate reserves have been reflected on the most recent balance sheet included in the Company SEC Documents and, after the date of the most recent balance sheet included in the Company SEC Documents, will be reflected on the books of the Company, 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. (ii) 5.23.2. All accounts receivable of the Company and the Subsidiary Acquired Companies have arisen from bona fide transactions in the ordinary course Ordinary Course of businessBusiness consistent with past practice. All accounts receivable of the Company and the Subsidiary Acquired Companies reflected on the most recent balance sheet included in Balance Sheet are, to the Company SEC Documents are Knowledge of the Acquired Companies, good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns returns, rebates, discounts, credit memos 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 date Balance Sheet Date are, to the Knowledge of the most recent balance sheet included in the Company SEC Documents are Acquired Companies, good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns returns, rebates, discounts, credit memos or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. (iii) 5.23.3. All accounts payable of the Company and the Subsidiary Acquired Companies reflected on the most recent balance sheet included in the Company SEC Documents 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 overdue within their agreed-upon payment termsdue and payable. 5.23.4. Schedule 5.23.4 contains a complete list and amount of all “make and hold inventory” of the Acquired Companies (the “Make and Hold Inventory”) as of November 30, 2005.