Receivables; Inventory. (a) All existing accounts receivable of Parent (including those accounts receivable reflected on the Parent Audited Balance Sheet that have not yet been collected and those accounts receivable that have arisen since December 31, 1997 and have not yet been collected) (i) represent valid obligations of customers of Parent arising from bona fide transactions entered into in the ordinary course of business, (ii) to the best of Parent's knowledge, except as set forth in Part 3.7(a) of the Parent Disclosure Schedule, will be collected in full, without any counterclaim or set off (net of an allowance for doubtful accounts not to exceed $65,000 in the aggregate).
Receivables; Inventory. (a) RECEIVABLES. Schedule 2.11 discloses all trade and other accounts receivable of DSI ("Receivables") outstanding as of November 28, 1997 presented on an aged basis and separately identifies the name of, or DSI's code name for, each account debtor and the total amount of each related Receivable. All Receivables, whether disclosed on Schedule 2.11 or created after November 28, 1997, arose from bona fide sale transactions of DSI, and except as disclosed on Schedule 2.11 and to the extent of the recorded reserve for doubtful accounts specified on the Balance Sheet, no portion of any Receivable is subject to counterclaim, defense or set-off or is otherwise in dispute. Except to the extent of the recorded reserve for doubtful accounts specified on the Balance Sheet, and the Receivables subject to counterclaim, defense or set-off or otherwise in dispute disclosed on Schedule 2.11, all of the Receivables are collectible in the ordinary course of business and will be fully collected within 120 days after having been created using commercially reasonable efforts with payments by each debtor being applied first to accounts as specified by such debtor and, if no account is specified, to accounts of such debtor first created.
Receivables; Inventory. (a) RECEIVABLES. Schedule 2.11 discloses all trade and other accounts receivable of RLI ("Receivables") outstanding as of October 28, 1997 presented on an aged basis and separately identifies the name of each account debtor and the total amount of each related Receivable. All Receivables, whether disclosed on Schedule 2.11 or created after October 28, 1997, arose from bona fide sale transactions of RLI, and except as disclosed on Schedule 2.11, to the knowledge of the Shareholders, no portion of any Receivable is subject to counterclaim, defense or set-off or is otherwise in dispute.
Receivables; Inventory. (a) All of the trade receivables and notes receivable which are reflected on the Financial Statements or the Interim Financial Statements, or which arose subsequent to the date of the Interim Financial Statements, arose out of bona fide, arms-length transactions in the ordinary course of business, in a manner substantially consistent with the regular credit practices of the Company Group and are properly reflected in the Financial Statements or Interim Financial Statements (as the case may be) in accordance with the Agreed Accounting Principles. To the Company’s Knowledge, all such receivables are good and collectible (or have been collected) in the ordinary course of business in accordance with their terms, and at the aggregate recorded amounts thereof, using normal collection practices, less the amount of applicable reserves for doubtful accounts and for allowances and discounts. All such reserves, allowances and discounts were and are adequate and consistent in extent with reserves, allowances and discounts previously maintained by the Company Group in the ordinary course of business. No such receivable is or was subject to any rebate, discount, counterclaim, dispute or set off, and the Company Group has not issued any credits or credit memos in respect thereof.
Receivables; Inventory. All of the Receivables have arisen from bona fide transactions in the ordinary course of business and are fully collectible, net of the allowance for doubtful accounts, in the ordinary course of business in accordance with their terms and assuming that the methods of collection practices and procedures used in collection of the Receivable are consistent with those historically used by Seller. None of the Receivables are subject to any counterclaim, set off or the like. Seller has not issued any credits or credit memos in respect of any of the Receivables. All reserves, allowances and discounts with respect to the Receivables are consistent with reserves, allowances and discounts previously maintained by Seller in the ordinary course of business. No Inventory is used or sold, or has ever been used or sold, in the operation of the Business.
Receivables; Inventory. (a) All of the accounts receivable of the Company and its Subsidiaries as of July 31, 2013 (i) represent amounts receivable for goods actually delivered or services actually provided, (ii) have arisen from bona fide transactions in the ordinary course of business, and, except as set forth in Section 2.25(a) of the Disclosure Letter, to the Knowledge of the Company, are not subject to any material counterclaims or offsets, (iii) have been billed in the ordinary course of business pursuant to the standard credit terms of the Company and its Subsidiaries and (iv) will be fully collected in the ordinary course of business (without resort to legal proceedings), net of any reserves for doubtful accounts included in the Financial Statements.
Receivables; Inventory. (a) All existing accounts receivable of the Acquired Corporations (including those accounts receivable reflected on the Company Unaudited Interim Balance Sheet that have
Receivables; Inventory. (a) Except to the extent, if any, reserved for on the Interim Balance Sheet, all Receivables reflected on the Interim Balance Sheet arose from the sale of inventory or services and in the ordinary course of business consistent with past practice and, except as reserved against on the Interim Balance Sheet, constitute, to the Company's knowledge, only valid, undisputed claims of the Company or a Subsidiary not subject to material and valid claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. All Receivables reflected on the Interim Balance Sheet (subject to the reserve for bad debts, if any, reflected on the Interim Balance Sheet) have been collected or are or could reasonably be expected to be collectible in the normal course, without resort to litigation or extraordinary collection activity.
Receivables; Inventory. (a) Schedule 3.23(a)(i) of the Seller Disclosure Letter sets forth an accurate list of all notes and accounts receivable of the Business (including the Accounts Receivable) (the “Receivables”) as of September 30, 2017. All Receivables reflected on the Financial Statements and arising since September 30, 2017 represent bona fide, third-party (i.e., non-Affiliate) and valid obligations arising from Purchased Assets Inventory and Inventory of the Conveyed Entities sold or services actually performed in the ordinary course of the Business or pursuant to a Contract. Except as set forth on Schedule 3.23(a)(ii) of the Seller Disclosure Letter, as of the date of this Agreement, the Receivables have not been assigned nor are they subject to any Lien (other than a Permitted Lien). The reserve for bad debts shown on the unaudited combined balance sheets as of September 30, 2017 of the Business or, with respect to Receivables arising after September 30, 2017, on the books and records of the Business, has been determined in accordance with IFRS and consistent with the accounting methodologies, principles and procedures set forth on Schedule A hereto.
Receivables; Inventory. Except as otherwise described on Schedule 3.16, each of the Receivables of each Company has arisen in the ordinary course of business from bona fide, arms-length transactions. Except as otherwise described on Schedule 3.16, all of the Inventory is located at the Owned Real Property or the Affiliate-Owned Real Property.
