Receivables and Payables. All accounts and notes receivable of each Acquired Company as of the date hereof have arisen in the ordinary course of business, represent valid obligations to such Acquired Company arising from bona fide transactions in the ordinary course of business and, except as set forth on Schedule 5.29, are not subject to claims or set-off or other defenses or counterclaims. All accounts and notes payable by each Acquired Company as of the date hereof arose in bona fide transactions in the ordinary course of business. All items which are required by GAAP to be reflected as receivables and payables in the Company Audited Financial Statements and on the books and records of each Acquired Company are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice.
Appears in 3 contracts
Samples: Share Exchange Agreement (Trident Rowan Group Inc), Share Exchange Agreement (Purple Mountain Holding Ltd.), Share Exchange Agreement (Trident Rowan Group Inc)
Receivables and Payables. All accounts and notes receivable of each Acquired the Company as of the date hereof have arisen in the ordinary course of business, represent valid obligations to such Acquired the Company arising from bona fide transactions in the ordinary course of business and, except as set forth on Schedule 5.29to the Company's knowledge, no material amounts are not subject to claims or set-off or other defenses or counterclaims. All accounts and notes payable by each Acquired the Company as of the date hereof arose in bona fide transactions in the ordinary course of business. All items which are required by GAAP to be reflected as receivables and payables in the Company Audited Financial Statements and on the books and records of each Acquired the Company are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Deep Field Technologies, Inc.), Securities Exchange Agreement (Deep Field Technologies, Inc.)
Receivables and Payables. All accounts and notes receivable of each Acquired Company as of the date hereof have arisen in the ordinary course of business, represent valid obligations to such Acquired Company arising from bona fide transactions in the ordinary course of business and, except as set forth on Schedule 5.29, are not subject to claims or set-off or other defenses or counterclaims. All accounts and notes payable by each Acquired Company as of the date hereof arose in bona fide transactions in the ordinary course of business. All items which are required by the Hong Kong and US GAAP to be reflected as receivables and payables in the Company Audited Financial Statements and on the books and records of each Acquired Company are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice.
Appears in 2 contracts
Samples: Sale and Purchase Agreement (Metaphor Corp.), Sale and Purchase Agreement (Metaphor Corp.)