Receivables; Major Customers. (a) Part 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of MS as of August 31, 1999.
(b) Except as set forth in Part 2.8 of the Disclosure Schedule, all existing accounts receivable of MS (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 1999 and have not yet been collected):
(i) represent valid obligations of customers of MS arising from bona fide transactions entered into in the Ordinary Course of Business; and
(ii) are current and will be collected in full (without any counterclaim or setoff) on or before October 31, 2000.
(c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for (i) more than $250,000 of the gross revenues of MS in 1998, or (ii) more than $250,000 of MS's gross revenues in the first three quarters of 1999. MS has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with MS or may otherwise reduce in any material respect the volume of support services provided by MS to such Person below historical levels.
Receivables; Major Customers. Part 2.7 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of November 30, 1997. Except as set forth in Part 2.7 of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since December 1, 1997 and have not yet been collected): (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full (without any counterclaim or setoff, but not of any allowance for doubtful accounts reflected on the Unaudited Interim Balance Sheet) on or before March 15, 1997. The allowance for doubtful accounts reflected in the Unaudited Interim Balance Sheet is consistent with the Company's prior practice and is a reasonable estimate of such doubtful accounts. The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer, supplier or other Person may cease dealing with the Company or may otherwise reduce the volume of business transacted by such Person with the Company below historical levels.
Receivables; Major Customers. (a) Section 4.8 of the Disclosure Schedule provides a materially accurate and complete breakdown and aging of all accounts and notes receivable and a list of all other receivables of the Company as of November 30, 1999.
(b) Section 4.8(b) of the Disclosure Schedule accurately identifies, and provides an accurate and complete list of the revenues received from, each customer or other Person that accounted for more than $25,000 of the gross revenues of the Company during fiscal year 1998 and the ten months ended October 31, 1999. To the Knowledge of the Company, it has not received any notice or other communication (in writing or otherwise), or received any other information, indicating that any customer or other Person identified in Section 4.8(b) of the Disclosure Schedule may cease dealing with the Company or may otherwise substantially reduce the volume of business transacted by such Person with the Company below historical levels.
(c) All existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since such date and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and in the aggregate, the Company has no reason to expect they will not be collected in full (without any counterclaim or setoff), net of reserves, on or before the later of 90 days from the date of invoice or 60 days from the date hereof.
(d) The Company has provided to Acquiror a copy of the Company's standard form of customer contract for each product or service it offers to customers. The Company's policy is to seek to have customer relationships governed by such standard contracts to the extent commercially practicable. The Company has no oral contracts or agreements to deliver products or provide services.
Receivables; Major Customers. (a) Schedule 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company as of November 30, 2005.
(b) Except as set forth in Schedule 2.8 of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since November 30, 2005 and have not yet been collected):
(i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and
(ii) are current and will be collected in full (without any counterclaim or setoff) on or within ninety (90) days of Closing, subject to the reserve for bad debt reflected in the Company's balance sheet as of November 30, 2005.
(iii) Schedule 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the gross revenues received from, the twenty (20) largest customers (each a "Material Customer") of the Company for the year ended April 30, 2005 and for the seven (7) month period ended November 30, 2005 (rounded to the nearest $1,000.00). The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any Material Customer or other Person identified in Schedule 2.8 of the Disclosure Schedule may cease dealing with the Company or may otherwise reduce the volume of business transacted by such Material Customer with the Company below historical levels.
Receivables; Major Customers. (a) Part 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of Seller as of May 31, 2006.
(b) Except as set forth in Part 2.8 of the Disclosure Schedule, all existing accounts receivable of Seller (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since May 31, 2006, and have not yet been collected):
(i) represent valid obligations of customers of Seller arising from bona fide transactions entered into in the Ordinary Course of Business; and
(ii) are current and are collectable under the rules of GAAP in full (without any counterclaim or setoff) on or before the Closing Date.
(c) Part 2.8 of the Disclosure Schedule accurately identifies, and provides in all material respects an accurate and complete breakdown of the revenues received from, each customer or other Person that accounted for: (i) more than $10,000 of the consolidated gross revenues of Seller, (ii) more than $10,000 of Seller’s gross revenues in the Seller through December 31, 2006, or (iii) more than $25,000 of Seller’s gross revenues through December 31, 2006, Seller has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer or other Person identified in Part 2.8 of the Disclosure Schedule may cease dealing with Seller. Seller has represented that there are currently no unfilled orders.
Receivables; Major Customers. Part 2.7 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company and each of its subsidiaries as of November 30, 1997. Except as set forth in Part 2.7 of the Disclosure Schedule, all existing accounts receivable of the Company and each of its subsidiaries (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since December 1, 1997 and have not yet been collected): represent valid obligations of customers of the Company or any of its subsidiaries arising from bona fide transactions entered into in the ordinary course of business. The allowance for doubtful accounts reflected in the Unaudited Interim Balance Sheet is consistent with the Company's prior practice and is a reasonable estimate of such accounts. Neither the Company nor any of its subsidiaries has received any notice or other communication (in writing or otherwise), or any other information, indicating that any customer, supplier or other Person may cease dealing with the Company or any of its subsidiaries or may otherwise reduce the volume of business transacted by such Person with the Company or any of its subsidiaries below historical levels.
Receivables; Major Customers. (a) Part 3.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of Assist as of September 30, 1999.
(b) Except as set forth in Part 3.8 of the Disclosure Schedule, all existing accounts receivable of Assist (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since September 30, 1999 and have not yet been collected):
(i) represent valid obligations of customers of Assist arising from bona fide transactions entered into in the Ordinary Course of Business; and
(ii) are current and will be collected in full (without any counterclaim or setoff, subject to write-offs for bad debt not to exceed the reserve for bad debt on the Interim Balance Sheet) or in the Ordinary Course of Business consistent with Assist's historical collection experience.
(c) No customer has accounted for more than 10% of Assist annual revenues in each of its fiscal years ended December 31, 1997 and December 31, 1998 and on an annualized basis during the fiscal year ending December 31, 1999.
Receivables; Major Customers. (a) Section 4.8(a) of the Target Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts and notes receivable and a list of all other receivables of the Company as of May 31, 2000.
(b) All existing accounts receivable of the Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since such date and have not yet been collected) (i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and (ii) are current and in the aggregate, will be collected in full (without any counterclaim or setoff), net of reserves, on or before the later of 120 days from the date of invoice or 120 days from the date hereof.
(c) Since June 1, 1999, the Company has not received any notice or other communication (in writing or otherwise), or received any other information, indicating that any customer or other Person may cease dealing with the Company or demand a refund of any fees previously paid.
(d) The Company has provided to Acquiror a copy of the Company's standard form of customer contract for each product or service it offers to customers. The Company has no oral contracts or agreements to deliver products or provide services.
Receivables; Major Customers. (a) Schedule 2.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of (i) all billed Accounts Receivable of the Company as of the Closing Date and (ii) all unbilled Accounts Receivable of the Company as of a date within three (3) days prior to the Closing Date.
(b) Schedule 2.8 of the Disclosure Schedule provides an accurate and complete list of all Excluded Accounts Receivable of the Company as of the Closing Date
(c) Except as set forth in Schedule 2.8 of the Disclosure Schedule, all existing Included Accounts Receivable of the Company (including those Included Accounts Receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those Included Accounts Receivable that have arisen through the Closing Date and have not yet been collected):
(i) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the Ordinary Course of Business; and
(ii) are current and will be collected in full (without any counterclaim or setoff) on or before one hundred eighty (180) days of Closing and are not subject to valid claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business.
(d) All accounts receivable due and owing from Microsoft with respect to the Microsoft Transaction and included in the calculation of the Earnout Consideration will be collected in full (without any counterclaim or setoff) on or before the Second Determination Date (as defined in the Earnout Agreement).
(e) Schedule 2.8 of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, the twenty (20) largest customers (each a “Material Customer”) of the Company for the year ended December 31, 2008 and for the ten (10) month period ended October 31, 2009, based on and listing the gross purchases (rounded to the nearest $1,000.00) and a schedule of the Company’s backlog as of a date within three (3) days prior to the Closing Date. The Company has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that the Company may not realize the full amount of revenue for each client reflected in the backlog schedule identified in Section 2.8
Receivables; Major Customers of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts and notes receivable and a list of all other receivables of the Company as of December 31, 2000. All existing accounts receivable of the Company (including those accounts receivable reflected on the Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since such date and have not yet been collected) represent valid obligations of customers of the Company arising from bona fide transactions entered into in the Ordinary Course of Business. Section 4.8(c) of the Disclosure Schedule accurately identifies, and provides an accurate and complete list of the revenues received from, each customer or other Person that accounted for more than $10,000 of the gross revenues of the Company during fiscal year 2000. The Company has provided to Acquiror a copy of the Company s standard form of customer contract for each product or service it offers to customers, and all the Company s customer relationships are governed by such standard contracts. The Company has no oral contracts or agreements to deliver products or provide services.
