Common use of Notes and Accounts Receivable Clause in Contracts

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Company, all of which are reflected properly on their the books and recordsrecords of the Company, are valid receivables subject to no setoffs setoffs, defenses or counterclaims, are current and collectibleand, and will be collected to the Company's Knowledge, collectible subject in accordance with their terms at their recorded amounts, subject each case only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the Company's books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Company's most recent balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, and are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Company Balance Sheet (rather than in any notes thereto) as adjusted for and the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyInterim Balance Sheet.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Latest Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice practices of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables Receivables subject to no setoffs or counterclaims, counterclaims and are current and collectible, and will be collected collectible in accordance with their terms at their recorded amountsterms, subject to only to the reserve for bad debts set forth on the face of the most recent balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date dated December 31, 2003 in accordance with the past custom and practice customary practices of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Companies are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company. Each note receivable of each Company is set forth on Section 3(c)(xii) of the Disclosure Schedule.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Company, all of which are reflected properly on their the books and recordsrecords of the Company, are valid receivables subject to no setoffs setoffs, defenses or counterclaims, are current and collectibleand, and will be collected to the Company's knowledge, collectible subject in accordance with their terms at their recorded amounts, subject each case only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Acquired Companies are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet sheets included in the Interim AC Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the CompanyAcquired Companies.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will should be collected in accordance with their terms at their recorded amountsamounts in the Ordinary Course of Business, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectiblereceivables, and to the Knowledge of the Company, will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Company Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and recordsthe Most Recent Financial Statements, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Most Recent Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Company Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will are reasonably expected to be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected with commercially reasonable efforts in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company combined Companies are reflected properly on their books and records, to the Knowledge of Seller are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompanies.

Notes and Accounts Receivable. All Except as set forth on SCHEDULE 3.20, all notes and accounts receivable of the Company are reflected properly on their its books and records, records and are valid receivables subject to no setoffs or counterclaims, are current and collectible, collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in as part of the Interim Most Recent Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, records and are valid receivables subject to no setoffs or counterclaims, are current and collectible, collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date Effective Time in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyDate.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Companies are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice each of the CompanyCompanies.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their in the books and recordsrecords of the Company, are valid receivables subject to no setoffs or counterclaims, are current and collectible, collectable and will be collected in accordance with their terms at and their recorded amounts, amount subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Companydebts.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their its books and records, are bona fide, valid receivables arising in the ordinary course of business, are subject to no setoffs or counterclaims, and are current and collectible, and will be collected in accordance with their terms collectible at their the aggregate recorded amountsamount thereof, subject only to the reserve for bad debts set forth on the face of the balance sheet included reflected in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date and year-end adjustments in accordance with the past custom and practice of the CompanyCompany and GAAP.

Notes and Accounts Receivable. All notes receivable and accounts ----------------------------- receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve historical rate for bad debts set forth on debts, which is three percent (3%). The Company's accounts receivable register dated as of April 7, 2000, is attached to the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyDisclosure Schedule.

Notes and Accounts Receivable. All notes and accounts receivable of each of the Company Acquired Companies are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaimsthat have arisen in the Ordinary Course of Business, and are current and collectible, and will be collected collectible in accordance with their terms at their recorded amounts, subject only to the reserve except for any reserves for bad debts set forth on the face of the balance sheet sheets included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom date hereof, provided that no representation or warranty is made herein that such notes and practice of the Companyaccounts receivable will be collected.

Notes and Accounts Receivable. All notes and accounts ----------------------------- receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Latest Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company).

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, subject to the reserve for bad debts set forth on the Company's balance sheet for the Most Recent Fiscal Month End, and will are expected to be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiary are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than or in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiary.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amountspast practice, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face net of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Companyreserves.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the books and records, records of the Company and are valid receivables generated in the Ordinary Course, subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amountsamounts (provided that collection practices remain consistent with the Company’s historical collection practices), subject only to the reserve for bad debts set forth on the face of the balance sheet except as are included in the Interim Financial Statements (rather than reserves reflected in any notes thereto) as adjusted for the passage of time through Latest Balance Sheet and such credits or allowances granted by the Closing Date Company in accordance the Ordinary Course consistent with the past custom and practice of the Companypractice.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Acquired Companies are reflected properly on their respective books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Latest Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice practices of the CompanyAcquired Companies.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the Financial Statements and on its books and records, are valid receivables subject to no material setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, and are current and collectible, and will be collected collectible in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included Most Recent Balance Sheet as adjusted in a manner consistent with past practice for operations and transactions in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage Ordinary Course of time Business through the Closing Date in accordance with the past custom and practice of the CompanyDate.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and to the Knowledge of the Company and the Shareholders, will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Most Recent Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes owned by the Company and accounts receivable of the Company are reflected properly on their its books and records, are valid debts and receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of each of the Company Companies are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will and, to Seller's Knowledge, should be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompanies.

Notes and Accounts Receivable. All notes and accounts receivable Accounts Receivables of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaimscounterclaims (except as set forth in applicable legal contracts or other instruments), are current and collectible, and will are eligible to be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Current Financial Statements (rather than in any notes thereto) Statements, as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of ----------------------------- the Company are reflected properly on their books and records, are valid receivables receivable subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Company, all of which are reflected properly on their the books and recordsrecords of the Company, are valid receivables subject to no setoffs setoffs, defenses or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly properly, in all material respects, on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of ----------------------------- the Company are reflected properly on their books and records, are valid receivables receivable subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on that was accrued in the face Financial Statements as of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Fiscal Year End, as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the books and recordsrecords of the Company, are valid receivables subject to no setoffs setoffs, counterclaims, or counterclaimsrebates, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts -------------------------------- receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are presently current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date Date, as reflected in accordance with the past custom and practice of the CompanyInterim Statements.

Notes and Accounts Receivable. All Except as set forth on SCHEDULE 3.20, all notes and accounts receivable of the Company are reflected properly on their its books and records, records and are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected collectible in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date Effective Time in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable Accounts Receivable of ----------------------------- the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Fiscal Year End (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable ----------------------------- of the Company XTEND are reflected properly on their its books and records, and are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their the terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and to the best of Sellers' Knowledge will be collected in accordance with their terms at their recorded amounts, subject only to the reserve item for bad debts set forth on the face of the balance sheet included in the Interim Company Financial Statements (rather than in any notes thereto) as Statements, Income Statement and Annual Budget adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Corporation, including the Note, are reflected properly on their its books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face balance sheet of the balance sheet included in the Interim Most Recent Financial Statements (rather than in any notes thereto) Statement as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCorporation.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their Company's books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the any reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their its books and records, are valid receivables subject to no setoffs setoff or counterclaims, are current and collectible, collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the Company’s books and records, are valid receivables Receivables subject to no setoffs or counterclaims, counterclaims and are current and collectible, and will be collected collectible in accordance with their and subject to the Company’s standard terms at their recorded amountsand conditions of sale, subject only to the reserve for bad debts set forth on the face most recent balance sheet of the balance sheet Company dated December 25, 2016, as included within the Financial Statements, and to any bad debts, setoffs, or counterclaims arising in the Interim Financial Statements (rather than in any notes thereto) as adjusted for Ordinary Course of Business subsequent to the passage date of time through the Closing Date in accordance with the past custom and practice of the Companysuch balance sheet.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs set off or counterclaimscounterclaim, are current and collectiblesubject to adequate reserves, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included had arisen in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage ordinary course of time through the Closing Date in accordance with the past custom and practice business of the Company, as applicable for bona fide services rendered or products sold.

Notes and Accounts Receivable. All notes and accounts receivable of the ------------------------------ Company are reflected properly on their its books and records, are valid receivables receivable subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Accounts Receivable are reflected properly on their the Company’s books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiary are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiary.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the Company's books and records, are valid receivables subject to no setoffs set offs or counterclaims, are current and collectible, to the knowledge of the Shareholders are collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date and in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the ------------------------------ Company are reflected properly on their books and records, are valid receivables receivable subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany .

Notes and Accounts Receivable. All Except as set forth on SCHEDULE 3.20, all notes and accounts receivable of the Company are reflected properly on their its books and records, records and are valid receivables subject to no setoffs or counterclaims, are current and collectible, collectible and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date Effective Time in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All material notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected collectible in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in including any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in for the Interim Financial Statements Most Recent Fiscal Year End (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts ----------------------------- receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Latest Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice practices of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of Holdings, the Company and the Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Holdings, the CompanyCompany and the Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Company's Most Recent Financial Statements (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs set offs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their the Company's books and records, are valid receivables subject to no setoffs set offs or counterclaims, are current and or collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs set off or counterclaimscounterclaim, are current and collectiblesubject to adequate reserves, and will be collected were incurred in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face Ordinary Course of Business of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted Company for the passage of time through the Closing Date in accordance with the past custom and practice of the Companybona fide services rendered.

Notes and Accounts Receivable. All notes and accounts receivable of the Company are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Most Recent Financial Statements (rather than in any notes thereto) ), as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the each Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Companyeach Company and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid and current receivables and to the Company’s Knowledge, are not subject to no any setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.

Notes and Accounts Receivable. All notes and accounts receivable of the Company Company, all of which are reflected properly on their the books and recordsrecords of the Company, are valid receivables subject to no setoffs setoffs, defenses or counterclaims, are current and collectible, and will be collected collectible subject in accordance with their terms at their recorded amounts, subject each case only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Current Balance Sheet as adjusted for the passage of time operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All Substantially all notes and accounts receivable of the Company are reflected properly on their its books and records, are to the knowledge of the Company valid receivables subject to the Knowledge of the Company to no setoffs or counterclaims, to the Knowledge of the Company are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the extent not collectible do not exceed the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of the Acquired Company are reflected properly on their respective books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company.

Notes and Accounts Receivable. All notes and accounts receivable of ------------------------------ the Company are reflected properly on their books and records, are valid receivables receivable subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements Most Recent Balance Sheet (rather than in any notes thereto) as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany .

Notes and Accounts Receivable. All notes and accounts receivable of the Company and its Subsidiaries are reflected properly on their books and records, are valid receivables subject to no setoffs or counterclaims, are current and collectible, and will be collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the balance sheet included in the Interim Financial Statements (rather than in any notes thereto) Most Recent Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the CompanyCompany and its Subsidiaries.