Notes and Accounts Receivable All notes and accounts receivable of the Company, all of which are reflected properly on the books and records of the Company, are valid receivables subject to no setoffs, defenses or counterclaims, are current and, to the Company's Knowledge, collectible subject in each case only to the reserve for bad debts set forth on the face of the Most Recent Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company.
Information Concerning Deposits at Bank (a) Under U.S. federal law, deposit accounts that the Customer maintains in Bank's foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank's liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.
Collection of Accounts Receivable Without limiting the generality of the provisions of Section 5.2, prior to the Closing, Seller and its Subsidiaries shall collect all Accounts Receivable in the ordinary course of business, consistent with Seller’s and its Subsidiaries’ past practice with respect to the Acquired Assets. From and after the Closing, Purchaser shall have the sole right and authority to collect for its own account all Accounts Receivable and to endorse with the name of Seller and its Subsidiaries any checks or drafts received with respect to any such Accounts Receivable. Seller agrees to deliver promptly to Purchaser all cash, checks or other property received directly or indirectly by Seller and its Subsidiaries with respect to such Accounts Receivable, including, without limitation, any amounts payable as interest thereon. From and after the Closing, unless specifically requested by Purchaser, Seller and its Subsidiaries shall not contact any current or former customer regarding any Accounts Receivable and shall refer promptly to Purchaser all inquiries with respect to any Accounts Receivable. If and to the extent requested by Purchaser, Seller and its Subsidiaries shall take such actions as may be reasonably necessary or advisable to facilitate the collection of any Accounts Receivable; it being agreed and understood that customers of the Acquired Business may also be customers of Seller’s and its Subsidiaries’ businesses with whom Seller and its Subsidiaries may have continuing business relationships. If not collected within 90 days from the Closing Date, Seller and its Subsidiaries shall pay promptly to Purchaser the amount of any uncollected Accounts Receivable in cash, and Purchaser shall assign and transfer back to Seller and its Subsidiaries each such Accounts Receivable for collection by Seller and its Subsidiaries; provided that Seller and its Subsidiaries shall not take any action in connection with such collection that would adversely affect Purchaser’s ongoing business relationship with the customer(s).
Accounts Receivables The accounts receivable reflected on the Financial Statements and all accounts receivable arising thereafter have arisen from actual and bona-fide transactions in the Ordinary Course of Business consistent with the past practice and are valid and enforceable against the obligors of such accounts receivable, and other than cash discounts in the Ordinary Course of Business consistent with past practices or reserves for bad-debts accrued in accordance with the Accounting Principle, there have been no claims, or any threat of any such claims, of set-off, refusal of payment or other counterclaims relating to the existence thereof or all or any part of the amount thereof. The accounts receivables are collectible in full in accordance with the Ordinary Course of Business consistent with past practice.
Access to Information Concerning Properties and Records Subject to the inability of the Company to provide Parent and Sub access to confidentiality agreements in standard form relating to potential acquisition or business combination transactions by which the Company or any of its Subsidiaries is bound, during the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 hereof, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors (other than "non-management" directors), employees, -------------- accountants, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall reasonably desire of the affairs of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations -------- ------- and warranties made by the Company in this Agreement. The Company shall furnish promptly to Parent and Sub (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request.
Agent’s and Lenders’ Books and Records; Monthly Statements The Agent shall record the principal amount and currency of the Loans owing to each Lender, the maximum amount available to be drawn under and the currency of all applicable outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender’s Loans in its books and records. Failure by the Agent or any Lender to make such notation shall not affect the obligations of the Borrowers with respect to the Loans or the Letters of Credit. The Borrowers agree that the Agent’s and each Lender’s books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising therefrom, and shall constitute rebuttably presumptive proof thereof (absent manifest error), irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Agent will provide to the Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on the Obligors and an account stated (absent manifest error and except for reversals and reapplications of payments made as provided for in Section 4.6 and corrections of errors discovered by the Agent), unless the Borrowers notify the Agent in writing to the contrary within 30 days after such statement is rendered. In the event a timely written notice of objections is given by the Borrowers, only the items to which exception is expressly made will be considered to be disputed by the Borrowers.
Accounts Receivable All accounts receivable of the Company that are reflected on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date current and collectible net of the respective reserves shown on the Balance Sheet or the Interim Balance Sheet or on the accounting records of the Company as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Interim Balance Sheet represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within ninety days after the day on which it first becomes due and payable. There is no contest, claim, or right of set-off, other than returns in the Ordinary Course of Business, under any Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Part 3.8 of the Disclosure Letter contains a complete and accurate list of all Accounts Receivable as of the date of the Interim Balance Sheet, which list sets forth the aging of such Accounts Receivable.
Accounts Receivable and Accounts Payable 7 (a) General.....................................................7 (b)
Information Concerning Subadviser Assets and Subadviser From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person. Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
Financial Information; Books and Records (a) The Seller SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies.
