Common use of Receivables and Payables Clause in Contracts

Receivables and Payables. Schedule 2.1(q) sets forth a true and complete list of accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company’s regular credit practices; (ii) the Company’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the 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 uncollectible recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 date.

Receivables and Payables. Schedule 2.1(q(i) sets forth a true and complete list of the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “ReceivablesRECEIVABLES”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company’s 's regular credit practices; (ii) the Company’s 's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the 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 uncollectible uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Schedule 2.1(q(i) sets forth a true and complete list of The accounts and notes receivable reflected on the Financial Statements or arising since the date of the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner substantially consistent with recent past practice and with the Company’s regular credit practicespractices of the Company; (ii) the Company’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the date of the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles GAAP consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectible recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 valid defense, counterclaim or setoff; (viv) since the date of the Balance Sheet DateSheet, 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, except in the ordinary course of business consistent with past practice; and (viv) there has not been no any material adverse change since the date of 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 Balance Sheet. Upon request by Parent, the Company will make available to Buyer a schedule of aged Receivables and payables for the Company as of such datea date which is within three (3) business days of the date of this Agreement.

Receivables and Payables. Schedule 2.1(q(a) sets forth a true All existing receivables of the Company and complete list of accounts and notes receivable reflected on the Subsidiaries, whether included in the Unaudited Financial Statements or arising since the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q)otherwise, (i) the Receivables are bona fide, represent valid and collectible obligations to the Company, and have arisen or were acquired (net of any reserve for collectibility reflected in the ordinary course Unaudited Financial Statements) of business and in a manner consistent with recent past practice and with the Company’s regular credit practices; respective makers thereof, (ii) were not and are not subject to any material offset or counterclaim, and (iii) have arisen from bona fide transactions with unrelated third parties by the Company in the Ordinary Course. The Company’s provision for doubtful accounts 's and its Subsidiaries' receivables are reflected on its Financial Statements or reserved on its books since the Unaudited Balance Sheet Date has been determined in accordance with GAAP applied on a basis consistent with past practice. Since the generally accepted accounting principles consistently applied; (iii) date of the Receivables Unaudited Financial Statements, there have not been collected or any write-offs as uncollectible of any of the Company's and its Subsidiaries' receivables, except for write-offs in the Ordinary Course. The reserves relating to all of the Company's receivables set forth on the Unaudited Balance Sheet are adequate, as of the date thereof, to cover all uncollectible amounts in respect of such receivables. Neither the Company nor any Subsidiary has received any notice that any of the receivables will not be collectible in full, net of any allowance for uncollectible recorded reserves shown on the Financial Statements or properly reserved on its books since the Unaudited Balance Sheet Date, in Sheet. (b) Schedule 2.15(b) sets forth a manner consistent with past practice in the ordinary course correct and complete list 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 each account payable of the CompanyCompany and the Subsidiaries (and the age of such account payable), from those reflected in the balance sheet of the Company as of such datea date within thirty (30) days preceding the Agreement Date.

Receivables and Payables. Except as disclosed on Schedule 2.1(q3.1(l), (i) sets forth a true and complete list of the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company’s regular credit practices; (ii) the Company’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the 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 uncollectible uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Except as disclosed on Schedule 2.1(q4.25: (i) sets forth a true and complete list of the accounts and notes receivable reflected on the Financial Statements or arising since the date of the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the CompanyMSK, and have arisen or were acquired in the ordinary course of business and in a manner substantially consistent with recent past practice and with the Company’s regular credit practicespractices of MSK; (ii) the CompanyMSK’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the date of the Balance Sheet Date has been determined in accordance with GAAP applied on a consistent basis with the generally accepted accounting principles consistently appliedFinancial Statements; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectible recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 valid defense, counterclaim or setoff; (viv) since the date of the Balance Sheet DateSheet, the Company MSK has not canceled, reduced, discounted, credited or rebated or agreed to cancel, reduce, discount, credit or rebate, in whole or in part, any Receivables, except in the ordinary course of business consistent with past practice; and (viv) there has not been no any material adverse change since the date of the Balance Sheet Date in the amounts of Receivables or the allowances with respect thereto, or accounts payable of the CompanyMSK, from those reflected in the balance sheet Balance Sheet. MSK has provided or made available to Buyer a schedule of aged Receivables and payables for MSK as of a date which is within three (3) business days of the Company as date of such datethis Agreement.

Receivables and Payables. Except as disclosed on Schedule 2.1(q3.1(l), (i) sets forth a true and complete list of the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company’s regular credit practices; (ii) the Company’s provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the Balance Sheet Date has been determined in accordance with the generally accepted accounting principles GAAP consistently applied; (iii) the Receivables have been collected or are collectible in full, net of any allowance for uncollectible uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.

Receivables and Payables. Schedule 2.1(qExcept as disclosed on SCHEDULE 3.1(L), (i) sets forth a true and complete list of the accounts and notes receivable reflected on the Financial Statements or arising since the Balance Sheet Date (collectively, the “Receivables”) and payables for the Company as of a date which is within three (3) business days of the date hereof. Except as disclosed on Schedule 2.1(q"RECEIVABLES"), (i) the Receivables are bona fide, represent valid obligations to the Company, and have arisen or were acquired in the ordinary course of business and in a manner consistent with recent past practice and with the Company’s 's regular credit practices; (ii) the Company’s 's provision for doubtful accounts reflected on its Financial Statements or reserved on its books since the 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 uncollectible uncollectibles recorded on the Financial Statements or properly reserved on its books since the Balance Sheet Date, in 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 date. The Company has provided to the Parent a schedule of aged Receivables and payables for the Company as of a date which is within three (3) business days of the date hereof.