Common use of Notes and Accounts Receivable Clause in Contracts

Notes and Accounts Receivable. The notes and accounts receivable of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the Company, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing Date, arose and shall arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaims.

Appears in 2 contracts

Samples: Merger Agreement (Pentastar Communications Inc), Agreement and Plan of Merger (Pentastar Communications Inc)

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Notes and Accounts Receivable. The notes and accounts receivable of the Company relating to the Business reflected on its the Latest Balance Sheet and all Residual Payment Rights of the Company, and all notes and accounts receivable relating to the Business and Residual Payment Rights arising on or prior to the Closing Date, arose and shall arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject subject, to the best knowledge of the Company and the Shareholders, to no setoffs or counterclaims.

Appears in 1 contract

Samples: Purchase Agreement (Pentastar Communications Inc)

Notes and Accounts Receivable. The notes and accounts receivable of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the CompanySheet, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing DateClosing, arose and shall will arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaimscounterclaims other than as reflected on the Latest Balance Sheet.

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

Notes and Accounts Receivable. The notes receivable, if any, and accounts receivable of the Company reflected on its the Latest Balance Sheet and all Residual Payment Rights of the CompanySheet, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing DateDate (including, without limitation, any Current Rental Equipment Receivables), arose and shall will arise from bona fide transactions by the Company in the ordinary course of business and business, are valid receivables with trade customers subject to no setoffs or counterclaims.or

Appears in 1 contract

Samples: Stock Purchase Agreement (Rentx Industries Inc)

Notes and Accounts Receivable. The notes and accounts receivable (including residual payment rights) of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the Company(other than those representing Excluded Receivables), and all notes and accounts receivable and Residual Payment Rights (including residual payment rights) arising on or prior to the Closing DateDate (other than those representing Excluded Receivables), arose and shall arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaimscounterclaims other than as reflected on the Latest Balance Sheet.

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

Notes and Accounts Receivable. The notes and accounts receivable of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the CompanySheet, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing Date, arose and shall will arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject will be paid to no setoffs or counterclaimsthe Acquiror as set forth in Section 5.8.

Appears in 1 contract

Samples: Purchase Agreement (Pentastar Communications Inc)

Notes and Accounts Receivable. The notes and accounts receivable of the Company reflected on its the Latest Balance Sheet and all Residual Payment Rights of the Company, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing Date, arose and shall arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaims.shall

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

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Notes and Accounts Receivable. The notes and accounts receivable of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the CompanySheet, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing Date, arose and shall will arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaims.

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

Notes and Accounts Receivable. The notes and accounts receivable of the Company reflected on its the Latest Balance Sheet and all Residual Payment Rights of the Company, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing Date, arose and shall arise from bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaims.

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

Notes and Accounts Receivable. The To the best knowledge of the Shareholders, the notes and accounts receivable of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the CompanySheet, and all notes and accounts receivable and Residual Payment Rights arising on or prior to the Closing Date, arose and shall will arise from bona fide transactions by the Company in the ordinary course of business and business, are valid receivables with trade customers subject to no setoffs or counterclaims, and are good and collectible in full at the aggregate recorded amounts thereof.

Appears in 1 contract

Samples: Purchase Agreement (Signalsoft Corp)

Notes and Accounts Receivable. The notes and accounts receivable (including residual payment rights) of the Company reflected on its Latest Balance Sheet and all Residual Payment Rights of the CompanySheet, and all notes and accounts receivable and Residual Payment Rights (including residual payment rights) arising on or prior to the Closing Date, arose and shall arise from are the result of bona fide transactions by the Company in the ordinary course of business and are valid receivables with trade customers subject to no setoffs or counterclaimscounterclaims other than as reflected on the Latest Balance Sheet.

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

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