Common use of Inventory and Accounts Receivable Clause in Contracts

Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the ordinary course of its business. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on hand. (b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after the Closing Date, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet Date. Schedule 3.06(b)(2) contains a true and complete list of all customers of the Company who enjoy non- standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms.

Inventory and Accounts Receivable. (a) All inventory set forth of the Company, whether or not reflected in on the Latest Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company salable in the ordinary course of its business. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that of preceding period, of stating inventory at its lower of cost have been written off or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current written down to fair market value on the Balance Sheetor for which adequate reserves have been established. Schedule 3.06(a) sets forth a true and complete listing of all All such inventory is owned by the Company free and clear of all Liens, and no inventory is held on a consignment basis. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the fair market value present circumstances of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on handCompany. (b) All The accounts receivable of reflected on the Company reflected in the Latest Balance Sheet and all the accounts receivable of arising after the Company that have arisen since the Latest Balance Sheet Date (except such accounts receivable as i) have been collected since such datesarisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice, (b) are valid and enforceable constitute only valid, undisputed claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are not subject to no valid defenseclaims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice, offset or counterclaim and (c) subject to a reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the Latest Balance Sheet Date, on the accounting records of the Company, are fully collectible in full within ninety sixty (9060) days after the Closing Date, except to the extent of the allowance billing. The reserve for doubtful accounts reflected bad debts shown on the Latest Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's Sheet or, with respect to accounts receivable as of arising after the Latest Balance Sheet Date. Schedule 3.06(b)(2) contains a true and complete list of all customers , on the accounting records of the Company who enjoy non- standard discounts or nonhave been determined in accordance with GAAP, consistently applied, subject to normal year-standard payment terms, together with a summary end adjustments and the absence of any such non-standard discounts or non-standard payment termsdisclosures normally made in footnotes.

Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the ordinary course of its business. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all low-value or zero-value inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100)Company, together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on hand. (b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after in the Closing DateOrdinary Course, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet Date. Schedule 3.06(b)(2) contains a true and complete list of all customers of the Company who enjoy non- non-standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms.

Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the ordinary course of its business. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on hand. (b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after the Closing Date, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet Date. Schedule 3.06(b)(2) contains a true and complete list of all customers of the Company who enjoy non- non-standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms.

Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance SheetSheets, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the ordinary course of its business. The value at which inventories are carried on the Balance Sheet Sheets reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance SheetSheets. Schedule 3.06(a) sets forth a true and complete listing of all low-value and zero-value inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100)Company, together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on hand. (b) All accounts receivable of the Company reflected in the Balance Sheet Sheets and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety one hundred twenty (90120) days after the Closing Date, except to the extent of the allowance for doubtful accounts reflected on the Balance SheetSheets or as set forth in Schedule 3.06(b)(1). Schedule 3.06(b)(13.06(b)(2) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet Date. Schedule 3.06(b)(23.06(b)(3) contains a true and complete list of all customers of the Company who enjoy non- non-standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms.

Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheetaudited balance sheet dated as of December 31, 1997 (with the exception of slow moving or acquired by the Company since the Balance Sheet Date, obsolete inventory for which a provision for obsolescence has been made in said balance sheet) (i) consists of a quality and quantity usable and saleable by the Company in the ordinary course Ordinary Course, (ii) reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding periods, and (iii) reflects inventory at its businesslower of cost or market value in accordance with GAAP. The All inventory acquired by the Company subsequent to December 31, 1997 consists of a quality and quantity usable and saleable by the Company in the Ordinary Course, and the value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on handperiods. (b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after in the Closing DateOrdinary Course, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet DateMay 31, 1998. Schedule 3.06(b)(2) contains a true and complete list of all customers of the Company who enjoy non- non-standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms. To the actual knowledge of the Principal Shareholders, Schedule 3.06(b)(3) contains a true, complete and accurate listing of all specifically identified doubtful accounts of the Company. Nothing contained herein shall be deemed as a guaranty by the Principal Shareholders of payment or collection of the Company's accounts receivable.

Inventory and Accounts Receivable. (a) All inventory set forth or reflected in the Balance Sheet, or acquired by the Company since the Balance Sheet Date, consists of a quality and quantity usable and saleable by the Company in the ordinary course of its businessbusiness as currently conducted. The value at which inventories are carried on the Balance Sheet reflects the normal inventory valuation policy of the Company, on a basis consistent with that of preceding period, of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all inventory owned Sheet as adjusted by the Company the fair market value of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on handreserves. (b) All accounts receivable of the Company reflected in the Balance Sheet and all accounts receivable of the Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtor, and the goods and services sold and delivered that gave rise to such accounts were sold and delivered in conformity with all applicable express and implied warranties, purchase orders, agreements and specifications. Such accounts receivable of the Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after in the Closing DateOrdinary Course, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Schedule 3.06(b)(1) contains a true and complete aging of the Company's accounts receivable as of the Balance Sheet Date. Schedule 3.06(b)(2) contains a true and complete list of all customers of the Company who enjoy non- non-standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment terms.

Inventory and Accounts Receivable. (a) All To the Knowledge of the Acquired Company, the Acquired Company is not expected to experience, in the foreseeable future, any material difficulty in obtaining, in the desired quantity and quality, the raw materials, supplies or component products required for the production or sale of its products. (b) The inventory set forth or of the Acquired Company reflected in the Balance Sheet and/or the Closing Date Balance Sheet, consists (or acquired by will consist as the Company since the Balance Sheet Date, consists case may be) of a quantity and quality and quantity usable useable and saleable by the Company in the ordinary course of its business. The , except for obsolete items and items of below standard quality, all of which have been written off or written down to net realizable value at which inventories are carried on in the Balance Sheet reflects or on the normal inventory valuation policy accounting records of the CompanyAcquired Company as of the Closing Date, on a basis consistent with that as the case may be. The quantities of preceding periodeach item of inventory are not excessive, but are reasonable in the ordinary course of stating inventory at its lower of cost or market value, and, consistent therewith, all non-current or obsolete inventory held by the Company on the Balance Sheet Date has been valued at its current market value on the Balance Sheet. Schedule 3.06(a) sets forth a true and complete listing of all inventory owned by the Company the fair market value of which exceeds one hundred dollars ($100), together with the date such inventory was acquired, the original cost of such inventory, the date(s) on which such inventory was written down from its original cost and the current quantity of such inventory on handbusiness. (bc) All accounts receivable of the Acquired Company reflected in the Balance Sheet and all accounts receivable of the Acquired Company that have arisen since the Balance Sheet Date (except such accounts receivable as have been collected since such dates) are valid and enforceable claims against the account debtorclaims, and the goods and services sold and delivered that gave rise to such accounts were actually sold and delivered by the Acquired Company in conformity with all applicable express and implied warranties, purchase orders, agreements and specificationsthe ordinary course of business. Such accounts receivable Section 3.11 of the Acquired Company are subject to no valid defense, offset or counterclaim and are fully collectible within ninety (90) days after the Closing Date, except to the extent of the allowance for doubtful accounts reflected on the Balance Sheet. Disclosure Schedule 3.06(b)(1) contains a true and complete aging of each of the Company's accounts receivable of the Acquired Company as of the Balance Sheet Date. Schedule 3.06(b)(2) contains a , which is true and complete list of correct in all customers of the Company who enjoy non- standard discounts or non-standard payment terms, together with a summary of any such non-standard discounts or non-standard payment termsrespects.