Common use of Receivables and Payables Clause in Contracts

Receivables and Payables. (i) Except as set forth in Schedule 7.2(s)(1): (A) Company has good right, title, and interest in and to all its accounts and notes receivable, and trade notes and trade accounts reflected in the [Latest Balance Sheet] and those acquired and generated since the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts is subject to any mortgage, pledge, lien, or security interest of any kind or nature (whether or not of record); (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivable, and trade notes and trade accounts owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business and there are no claims, refusals to pay, or other rights of set-off against any thereof; (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, and trade notes and trade accounts of Company previously furnished to FATA is complete and accurate; and (F) there is no reason why any account or note receivable, or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Balance Sheet]. (ii) All accounts payable and notes payable by Company arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Receivables and Payables. Except as disclosed on Schedule 3.1(l), (i) Except as set forth in Schedule 7.2(s)(1): (A) Company has good right, title, and interest in and to all its the accounts and notes receivablereceivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the "Receivables"), are bona fide, represent valid obligations to the Company, and trade notes and trade accounts reflected in the [Latest Balance Sheet] and those have arisen or were acquired and generated since the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts is subject to any mortgage, pledge, lien, or security interest of any kind or nature (whether or not of record); (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivable, and trade notes and trade accounts owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business and there are no claims, refusals to pay, or other rights of set-off against any thereofin a manner consistent with recent past practice and with the Company's regular credit practices; (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was delinquent in payment by more than ninety (90) days; (Eii) the aging schedule of Company's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the accounts and notes receivable, and trade notes and trade accounts of Company previously furnished to FATA is complete and accurate; and (F) there is no reason why any account or note receivable, or trade note or trade account will not be collected Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its termsbooks since the Balance Sheet Date, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Balance Sheet]. (ii) All accounts payable and notes payable by Company arose in bona fide transactions a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) to the Knowledge of the Company, none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such account payable or note payable date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is delinquent by more than ninety within three (903) business days in its paymentof the date hereof.

Receivables and Payables. Except as disclosed on Schedule 2.1(q), (i) Except as set forth in Schedule 7.2(s)(1): (A) Company has good right, title, and interest in and to all its the accounts and notes receivablereceivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “Receivables”), are bona fide, represent valid obligations to the Company, and trade notes and trade accounts reflected in the [Latest Balance Sheet] and those have arisen or were acquired and generated since the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts is subject to any mortgage, pledge, lien, or security interest of any kind or nature (whether or not of record); (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivable, and trade notes and trade accounts owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business and there are no claims, refusals to pay, or other rights of set-off against any thereofin a manner consistent with recent past practice and with the Company’s regular credit practices; (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was delinquent in payment by more than ninety (90) days; (Eii) the aging schedule of Company’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the accounts and notes receivable, and trade notes and trade accounts of Company previously furnished to FATA is complete and accurate; and (F) there is no reason why any account or note receivable, or trade note or trade account will not be collected Balance Sheet Date has been determined in accordance with the generally accepted accounting principles consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectibles recorded on the Financial Statements or properly reserved on its termsbooks since the Balance Sheet Date, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Balance Sheet]. (ii) All accounts payable and notes payable by Company arose in bona fide transactions a manner consistent with past practice in the ordinary course of business and without resort to litigation; (iv) none of the Receivables is or will at the Closing Date be subject to any defense, counterclaim or setoff; (v) since the Balance Sheet Date, the Company has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables; and (vi) there has been no material adverse change since the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the Company, from those reflected in the balance sheet of the Company as of such account payable or note payable date. The Company has provided to the Purchaser a schedule of aged Receivables and payables for the Company as of a date which is delinquent by more than ninety within three (903) business days in its paymentof the date hereof.

Receivables and Payables. (ia) Except as set forth in Schedule 7.2(s)(1): on the Disclosure Schedule, (Ai) Company has good right, title, title and interest in and to all its accounts and notes receivable, receivable and trade notes and trade accounts as reflected on the Interim Financial Statements and as will be reflected in the [Latest Final Balance Sheet] and those acquired and generated since the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]); (Bii) none of such accounts and notes receivable, receivable and trade notes and trade accounts is or will be subject to any mortgage, pledge, lien, lien or security interest of any kind or nature (whether or not of record); (Ciii) except to the extent of applicable reserves shown on the Interim Financial Statements and which will be shown in the [Latest Final Balance Sheet], all of the accounts and notes receivable, and trade notes and trade accounts owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; (Div) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, and trade notes and trade accounts of Company previously furnished to FATA is complete and accurate; and (Fv) there is no reason why any account or note receivable, receivable or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in on the [Latest Balance Sheet]Disclosure Schedule. (iib) All accounts payable and notes payable by Company arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Receivables and Payables. (ia) Except as set forth in Schedule 7.2(s)(1): on the Disclosure Schedule, (Ai) the Company has good right, title, title and interest in and to all its accounts and notes receivable, receivable and trade notes and trade accounts reflected in constituting the [Latest Balance Sheet] and those acquired and generated since Assets (the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]“Accounts Receivable”); (Bii) none of such accounts and notes receivable, and trade notes and trade accounts Accounts Receivable is subject to any mortgage, pledge, lien, or security interest of any kind or nature (whether or not of record)Lien; (Ciii) to the best knowledge of the Company, except to the extent of applicable reserves shown in the [Latest Unaudited Balance Sheet], accounts and notes receivable, and trade notes and trade accounts all of the Accounts Receivable owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; (Div) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety (90) days; (Ev) the aging schedule of the accounts and notes receivableAccounts Receivable as of August 31, and trade notes and trade accounts of Company 2003 previously furnished to FATA the Purchaser is complete and accurate; and (Fvi) to the knowledge of Company there is no reason why any account or note receivable, or trade note or trade account Account Receivable will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Unaudited Balance Sheet]. (iib) All Except as set forth on the Disclosure Schedule, all accounts payable and notes payable by the Company to be assumed by the Purchaser pursuant to Section 1.2 arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Receivables and Payables. (ia) Except as set forth in Schedule 7.2(s)(1): (A) Company has good right, title, and interest in and to all its All the accounts receivable and notes receivable, and trade notes and trade accounts reflected in the [Latest Balance Sheet] and those acquired and generated since the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts is subject to any mortgage, pledge, lien, or security interest of any kind or nature (whether or not of record); (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivable, and trade notes and trade accounts receivable owing to the Company constitute and its Subsidiaries as of the date of this Agreement constitute, and as of the Closing will constitute, valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no known or asserted claims, refusals to pay, pay or other rights of set-off against any thereofthereof other than such as have arisen or will arise in the ordinary course of business and for which adequate reserves have been established in the Company Financial Statements. Except as set forth on Section 5.27(a) of the Company Disclosure Schedules, as of the date of this Agreement, (i) all accounts and notes receivable are good and collectible in the ordinary course of business consistent with past practice at the aggregate recorded amounts thereof net of such reserves as have been established in the Company Financial Statements; (Dii) no account debtor or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was is delinquent in its payment by more than ninety (90) days; (Eiii) no account debtor or note debtor has refused or, to the aging schedule Knowledge of the accounts and notes receivableCompany, and trade notes and trade accounts threatened to refuse, to pay its obligations for any reason other than as adequately reserved for in the Company Financial Statements; (iv) to the Knowledge of the Company, no account debtor or note debtor is insolvent or bankrupt; (v) no account receivable or note receivable has been pledged to any third party by the Company previously furnished to FATA is complete and accurate; or its Subsidiaries and (Fvi) there is no reason why any account or note receivable, or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess to the Knowledge of the reserves established therefor and reflected Company, no customer has changed or intends to change its accounts payable policy in a manner adverse to the [Latest Balance Sheet]Company or its Subsidiaries. (iib) All accounts payable and notes payable by the Company arose in bona fide transactions and its Subsidiaries to third parties as of the date of this Agreement arose, and as of the Closing will have arisen, in the ordinary course of business and business, and, except as set forth on Section 5.27(b) of the Company Disclosure Schedules there is no such account payable or note payable is delinquent by more than ninety (90) days in its payment, except those contested in good faith and for which adequate reserves have been established in the Company Financial Statements. Neither the Company nor its Subsidiaries has altered its payment policies or practices since December 31, 2005.

Receivables and Payables. (ia) Section 2.12 of the Disclosure Schedule lists all accounts receivable, notes receivable, trade notes and trade accounts (collectively, "ACCOUNTS RECEIVABLE") of the Company as of the date hereof, including their aging. Section 2.12 of the Disclosure Schedule will be updated at or after the Closing, pursuant to the procedures set forth in Section 1.5, to reflect all Accounts Receivable as of the date of Closing, including their aging. Except as set forth in Schedule 7.2(s)(1): Section 2.12 of the Disclosure Schedule, (A) the Company has good right, title, title and interest in and to all its accounts and notes receivableAccounts Receivable, and trade notes and trade accounts including those reflected in the [Latest Balance Sheet] Sheet and those acquired and generated since the date of the [Latest Balance Sheet] Sheet (except for those paid since the date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts Accounts Receivable is subject to any mortgage, pledge, lien, lien or security interest of any kind or nature (whether or not of record); (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivableto the knowledge of the Company, and trade notes and trade accounts all of the Accounts Receivable owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; and (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, and trade notes and trade accounts Accounts Receivable of the Company previously furnished to FATA set forth in the Disclosure Schedule is complete and accurate; and (F) there is no reason why any account or note receivable, or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Balance Sheet]. (iib) All accounts payable and notes payable by the Company arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Receivables and Payables. (i) Except as set forth in Schedule 7.2(s)(1): on the Disclosure Schedule, (A) Company has Corporation and Business have good right, title, title and interest in and to all its accounts and notes receivable, receivable and trade notes and trade accounts reflected in the [Latest Balance Sheet] Sheet and those acquired and generated since the date of the [Latest Balance Sheet] Sheet (except for those paid since the date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, receivable and trade notes and trade accounts is subject to any mortgage, pledge, lien, lien or security interest of any kind or nature (whether or not of record); (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], all of the accounts and notes receivable, and trade notes and trade accounts owing to the Company Corporation or Business constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, receivable and trade notes and trade accounts of Company Corporation and Business previously furnished to FATA Purchaser is complete and accurate; and (F) there is no reason why any account or note receivable, receivable or trade note or trade account will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Balance Sheet]. (ii) All accounts payable and notes payable by Company Corporation and Business arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Receivables and Payables. (i) Except as set forth disclosed in Schedule 7.2(s)(1): the Disclosure Schedule, (A) Company has good right, title, title and interest in and to all of its accounts receivable and notes receivablereceivable of any kind or nature whatsoever, and trade notes and whether from trade accounts or affiliated parties or otherwise ("Receivables"), as reflected in the [Latest Balance Sheet] and those Sheet or acquired and or generated since the date of the [Latest Balance Sheet] Sheet (except for those paid since the date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts Receivables is subject to any mortgage, pledge, lien, lien or security interest of any kind or nature (whether or not of record); (C) except to all of such Receivables reflected on the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivable, and trade notes and trade accounts owing to Sheet or acquired or generated since the Company date of the Latest Balance Sheet constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was $1,000 is delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, and trade notes and trade accounts of Company Receivables previously furnished to FATA Parent is complete and accurate; and (F) there is no reason why any account or note receivable, or trade note or trade account all Receivables will not be collected by Company in accordance with its terms, other than for such accounts and notes which are not in excess their respective terms or appropriate reserves have been established to reflect the actual amount of the reserves established therefor and reflected in the [Latest Balance Sheet]Receivables that will be collected. (ii) All accounts payable and notes payable by Company in excess of $1,000 arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety sixty (9060) days in its payment.

Receivables and Payables. (ia) Except as set forth in Schedule 7.2(s)(1): on the Disclosure Schedule, (Ai) the Company has good right, title, title and interest in and to all its accounts and notes receivable, receivable and trade notes and trade accounts reflected in constituting the [Latest Balance Sheet] and those acquired and generated since Assets (the date of the [Latest Balance Sheet] (except for those paid since date of the [Latest Balance Sheet]"Accounts Receivable"); (Bii) none of such accounts and notes receivable, and trade notes and trade accounts Accounts Receivable is subject to any mortgage, pledge, lien, or security interest of any kind or nature (whether or not of record)Lien; (Ciii) except to the extent of applicable reserves shown in the [Latest Unaudited Balance Sheet], accounts and notes receivable, and trade notes and trade accounts all of the Accounts Receivable owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; (Div) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules Disclosure Schedule at the date set forth therein was delinquent in payment by more than ninety (90) days; (Ev) the aging schedule of the accounts and notes receivableAccounts Receivable as of June 30, and trade notes and trade accounts of Company 1998 previously furnished to FATA the Purchaser is complete and accurate; and (Fvi) there is no reason why any account or note receivable, or trade note or trade account Account Receivable will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Unaudited Balance Sheet]. (iib) All Except as set forth on the Disclosure Schedule, all accounts payable and notes payable by the Company to be assumed by the Purchaser pursuant to Section 1.2 arose in bona fide transactions in the ordinary course of business and no such account payable or note payable is delinquent by more than ninety (90) days in its payment.

Receivables and Payables. (ia) Section 2.11 of the Disclosure Schedule lists all accounts receivable, notes receivable, trade notes and trade accounts (collectively, “Accounts Receivable”) of the Company as of July 31, 2008, including their aging. Except as set forth in Schedule 7.2(s)(1): Section 2.11 of the Disclosure Schedule, (A) the Company has good right, title, title and interest in and to all its accounts and notes receivableAccounts Receivable, and trade notes and trade accounts including those reflected in the [Latest Balance Sheet] Sheet and those acquired and generated since the date of the [Latest Balance Sheet] Sheet (except for those paid since the date of the [Latest Balance Sheet]); (B) none of such accounts and notes receivable, and trade notes and trade accounts Accounts Receivable is subject to any mortgage, pledge, lien, lien or security interest of any kind or nature (whether or not of record)) except Permitted Liens; (C) except to the extent of applicable reserves shown in the [Latest Balance Sheet], accounts and notes receivableto the knowledge of the Company, and trade notes and trade accounts all of the Accounts Receivable owing to the Company constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business business, and there are no claims, refusals to pay, pay or other rights of set-off against any thereof; (D) no account or note debtor whose account or note balance exceeds the amount set forth in the Schedules at the date set forth therein was is delinquent in payment by more than ninety (90) days; (E) the aging schedule of the accounts and notes receivable, and trade notes and trade accounts Accounts Receivable of the Company previously furnished to FATA set forth in the Disclosure Schedule is complete and accurateaccurate in all material respects; and (F) to the knowledge of the Company, there is no reason why any account or note receivable, or trade note or trade account Accounts Receivable will not be collected in accordance with its terms, other than for such accounts and notes which are not in excess of the reserves established therefor and reflected in the [Latest Balance Sheet]. (iib) Section 2.11(b) of the Disclosure Schedule lists all accounts payable of the Company. All accounts payable and notes payable by the Company arose in bona fide transactions in the ordinary course of business and except as set forth on Section 2.11 of the Disclosure Schedule no such account payable or note payable is delinquent by more than ninety (90) days in its payment.