Common use of Notes and Accounts Receivable Clause in Contracts

Notes and Accounts Receivable. (i) All notes and accounts receivable of VitalStream and the VitalStream Subsidiaries are reflected properly on its books and records, are valid receivables arising from bona fide transactions in the Ordinary Course of Business subject to no setoffs, Claims or refusals to pay, 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 Most Recent VitalStream 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 VitalStream. Schedule 4(e) attached hereto contains a listing of all of the accounts receivable of VitalStream and the VitalStream Subsidiaries as of August 31, 2002. Except as set forth on Schedule 4(e) attached hereto, as of August 31, 2002, (a) no account or note debtor of VitalStream or any VitalStream Subsidiary is delinquent in payment by more than sixty (60) days and (b) the aging schedule of the accounts receivable and notes receivable of VitalStream or any VitalStream Subsidiary included in Schedule 4(e) is complete and accurate. (ii) Schedule 4(e) attached hereto contains a listing of all accounts payable and notes payable (which shall include any service level agreement credits, services or goods that have been paid for but not provided or delivered, and similar items) that VitalStream and the VitalStream Subsidiaries will owe (or have any Liability with respect to) as of August 31, 2002. Except as set forth on Schedule 4(e) attached hereto, as of August 31, 2002, all accounts payable and notes payable of VitalStream and the VitalStream Subsidiaries arose from bona fide transactions in the Ordinary Course of Business and, no such account payable or note payable is delinquent by more than sixty (60) days in its payment.

Notes and Accounts Receivable. (i) All notes and accounts receivable of VitalStream and the VitalStream Subsidiaries are reflected properly on its their books and records, are valid receivables arising from bona fide transactions in the Ordinary Course of Business subject to no setoffs, Claims or refusals to pay, 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 Most Recent VitalStream Balance Sheet as of June 30, 2003 (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 VitalStreamVitalStream (except in respect of receivables of less than $75,000 in the aggregate). Schedule 4(e7(i) attached hereto contains a listing of all of the accounts receivable of VitalStream and the VitalStream Subsidiaries as of August 31June 30, 20022003 (except in respect of accounts and debts of less than $75,000 in the aggregate). Except as set forth on Schedule 4(e7(i) attached heretohereto (and except in respect of accounts and debts of less than $75,000 in the aggregate), as of August 31June 30, 20022003, (a) no account or note debtor of VitalStream or any VitalStream Subsidiary is delinquent in payment by more than sixty (60) days and (b) the aging schedule of the accounts receivable and notes receivable of VitalStream or any VitalStream Subsidiary included in Schedule 4(e7(i) is complete and accurate. (ii) Schedule 4(e7(i) attached hereto contains a listing of all accounts payable and notes payable (which shall include any service level agreement credits, services or goods that have been paid for but not provided or delivered, and similar items) that VitalStream and the VitalStream Subsidiaries will owe owed (or have any Liability with respect to) as of August 31June 30, 20022003 (except in respect of accounts and debts of less than $75,000 in the aggregate). Except as set forth on Schedule 4(e7(i) attached hereto, as of August 31June 30, 20022003, all accounts payable and notes payable of VitalStream and the VitalStream Subsidiaries arose from bona fide transactions in the Ordinary Course of Business and, no such account payable or note payable is delinquent by more than sixty (60) days in its paymentpayment (except in respect of accounts and debts of less than $75,000 in the aggregate).

Notes and Accounts Receivable. (i) All notes and accounts receivable of VitalStream Seller, whether reflected in the Most Recent Balance Sheet, the books and records of Seller or the VitalStream Subsidiaries Closing Working Capital Statement (except for any notes included in the Excluded Assets) (a) have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, (b) are reflected properly on its books and records, (c) are valid receivables arising from bona fide transactions in the Ordinary Course of Business subject to no setoffs, Claims setoffs or refusals to paycounterclaims, are current and collectiblecollectible within ninety (90) days of the invoice date, and (d) 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 Most Recent VitalStream 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 VitalStream. Schedule 4(e) attached hereto contains a listing of all of Seller, which amount shall be set forth in the accounts receivable of VitalStream and the VitalStream Subsidiaries as of August 31, 2002Closing Working Capital Statement. Except as reflected in set forth on Schedule 4(e) attached hereto, as of August 31, 2002, (a) no account or note debtor of VitalStream or any VitalStream Subsidiary is delinquent in payment by more than sixty (60) days and (b) the aging schedule face of the accounts receivable 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 notes receivable practice of VitalStream Seller, which amount set forth in the Closing Working Capital Statement, Seller has not incurred any Liabilities to customers for discounts, refunds or returns. Buyer has no obligation pursuant to any VitalStream Subsidiary included Legal Requirements (whether in Schedule 4(ebankruptcy or insolvency proceedings or otherwise) is complete to repay, return, refund or forfeit any receivables collected by Seller prior to the Closing Date and accurate. (ii) Schedule 4(e) attached hereto contains a listing of all accounts payable and notes payable (which shall include any service level agreement credits, services or goods that have been paid for but will not provided or delivered, and similar items) that VitalStream and the VitalStream Subsidiaries will owe (or have any such Liability with respect to) as of August 31, 2002. Except as set forth for any receivables reflected on Schedule 4(e) attached hereto, as of August 31, 2002, all accounts payable and notes payable of VitalStream and the VitalStream Subsidiaries arose from bona fide transactions in the Ordinary Course of Business and, no such account payable or note payable is delinquent by more than sixty (60) days in its paymentClosing Working Capital Statement.

Notes and Accounts Receivable. (i) All notes and accounts receivable of VitalStream and the VitalStream Subsidiaries are reflected properly on its books and records, are valid receivables arising from bona fide transactions in the Ordinary Course of Business subject to no setoffs, Claims or refusals to pay, 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 Most Recent VitalStream 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 VitalStream. Schedule SCHEDULE 4(e) attached hereto contains a listing of all of the accounts receivable of VitalStream and the VitalStream Subsidiaries as of August 31, 2002. Except as set forth on Schedule SCHEDULE 4(e) attached hereto, as of August 31, 2002, (a) no account or note debtor of VitalStream or any VitalStream Subsidiary is delinquent in payment by more than sixty (60) days and (b) the aging schedule of the accounts receivable and notes receivable of VitalStream or any VitalStream Subsidiary included in Schedule SCHEDULE 4(e) is complete and accurate. (ii) Schedule SCHEDULE 4(e) attached hereto contains a listing of all accounts payable and notes payable (which shall include any service level agreement credits, services or goods that have been paid for but not provided or delivered, and similar items) that VitalStream and the VitalStream Subsidiaries will owe (or have any Liability with respect to) as of August 31, 2002. Except as set forth on Schedule SCHEDULE 4(e) attached hereto, as of August 31, 2002, all accounts payable and notes payable of VitalStream and the VitalStream Subsidiaries arose from bona fide transactions in the Ordinary Course of Business and, no such account payable or note payable is delinquent by more than sixty (60) days in its payment.

Notes and Accounts Receivable. Attached hereto as SCHEDULE 4.12 are (i) All an accurate list of all accounts and notes and accounts receivable of VitalStream TFP, including any accounts or notes receivable not reflected in the TFP Balance Sheet, (ii) an aging of all such accounts and notes receivable showing amounts due in 30-day aging categories and (iii) an accurate list of all work in process of TFP, in each case, as of the date of this Agreement. All such accounts and notes receivable and work in process on such listing arose from, and all accounts and notes receivable of TFP created between December 31, 1996 and the VitalStream Subsidiaries are Closing will have arisen from, the provision of services or sale of products by TFP in the ordinary course of business. Neither TFP nor the Principal Shareholder has received any notice or knows of any counterclaim or set-off with respect to any such accounts or notes receivable or work in process, or any facts or circumstances that would be the basis for any such counterclaim or set- off, which is not reflected properly on its books and records, are valid receivables arising from bona fide transactions or taken into account in the contractual allowance or bad debt reserves set forth in the TFP Balance Sheet or accrued in the Ordinary Course of Business Business. Except to the extent collected since the Balance Sheet Date, all notes and accounts receivable or work in process reflected on the TFP Balance Sheet are, and all notes and accounts receivable or work in process accruing between the Balance Sheet Date and the Closing Date will be (i) bona fide claims against debtors for sale or other charges, (ii) subject to no setoffsmaterial expenses, Claims set-offs or refusals to pay, are current and collectiblecounterclaims, and will be (iii) collected in accordance with their terms at their recorded amounts, subject only an amount equal to the reserve for bad debts net amount thereof as set forth on the face TFP Balance Sheet and those arising after the TFP Balance Sheet Date less the reserves provided therefor within 180 days of the Most Recent VitalStream 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 VitalStreamdate when due. Schedule 4(e) attached hereto contains a listing Set forth on SCHEDULE 4.12 is an accurate list of all of the accounts receivable of VitalStream and the VitalStream Subsidiaries TFP as of August 31, 2002. Except as set forth on Schedule 4(e) attached hereto, as of August 31, 2002, (a) no account the date hereof subject to any "factoring" or note debtor of VitalStream or any VitalStream Subsidiary is delinquent in payment by more than sixty (60) days and (b) the aging schedule of the accounts receivable and notes receivable of VitalStream or any VitalStream Subsidiary included in Schedule 4(e) is complete and accuratesimilar arrangement. (ii) Schedule 4(e) attached hereto contains a listing of all accounts payable and notes payable (which shall include any service level agreement credits, services or goods that have been paid for but not provided or delivered, and similar items) that VitalStream and the VitalStream Subsidiaries will owe (or have any Liability with respect to) as of August 31, 2002. Except as set forth on Schedule 4(e) attached hereto, as of August 31, 2002, all accounts payable and notes payable of VitalStream and the VitalStream Subsidiaries arose from bona fide transactions in the Ordinary Course of Business and, no such account payable or note payable is delinquent by more than sixty (60) days in its payment.