Common use of Receivables; Major Customers Clause in Contracts

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) Part 2.7 2.12 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 June 30, 1997. 1999. (b) Except as set forth in Part 2.7 2.12 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 the Inception 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 Ordinary Course of businessBusiness; and and (ii) are current and will able to be collected in the ordinary course of business 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 15September 30, 1997. The allowance 1999. (c) Part 2.12 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 doubtful accounts reflected in (i) more than A$15,000 of the Unaudited Interim Balance Sheet is consistent with gross revenues of the Company's prior practice and is a reasonable estimate financial year of such doubtful accounts1998/1999, or (ii) more than A$5,000 of the Company's gross revenues since 30 June 1999. The Other than as set out in the Disclosure Schedule, 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 customer or other Person identified in Part 2.12 of the Disclosure Schedule 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) Part 2.7 2.13(a) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, notes receivable and other receivables of the Company MTC as of November 30October 31, 1997. 1998, and further provides a list of account receivables for which any reserves have been made that are reflected in the Unaudited Interim Balance Sheet. (b) Except as set forth in Part 2.7 2.13(b) of the Disclosure ScheduleSchedule and Section 9.8(a) below, 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): MTC: (i) represent valid obligations of customers of the Company MTC arising from bona fide transactions entered into in the ordinary course Ordinary Course of businessBusiness; and and (ii) are current and will be collected in full (without any counterclaim or setoff, but not in the Ordinary Course of any allowance for doubtful accounts reflected on the Unaudited Interim Balance Sheet) Business on or before March 15the 120th day following the Closing Date. (c) Part 2.13(c) of the Disclosure Schedule accurately identifies, 1997and provides revenues received from, each customer or other Person that accounted for gross revenues of MTC in fiscal 1998 of more than $75,000 from the sale of equipment and software or $100,000 from the sale of film. 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 MTC has not received any notice or other communication (in writing or otherwise), and has not received any other information, indicating that any customer, supplier customer or other Person identified in Part 2.13(c) of the Disclosure Schedule may cease dealing with the Company MTC or may otherwise reduce the volume of business transacted by such Person with MTC below the Company below historical levelslevel for the twelve month period ending September 30, 1998.

Receivables; Major Customers. (a) Part 2.7 2.10(a) 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. the Interim Balance Sheet Date. (b) Except as set forth in Part 2.7 2.10(b) 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 the Interim Balance Sheet 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 Ordinary Course of businessBusiness; and 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 15February 28, 19972013. (c) Part 2.10(c) of the Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from, each customer of the Company in fiscal year 2011, fiscal year 2012, or the first six (6) months of fiscal year 2013. The allowance for doubtful accounts reflected Except as set forth in Part 2.10(c) of the Unaudited Interim Balance Sheet is consistent with Disclosure Schedule, 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 customer or other Person identified in Part 2.10(c) of the Disclosure Schedule 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) Part 2.7 2.12 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. 31 December 1999. (b) Except as set forth in Part 2.7 2.12 of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the 6 Month Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since December 1, 1997 incorporation 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 Ordinary Course of businessBusiness; and 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 Sheetset-off) on or before 31 March 152000, 1997. The allowance for doubtful accounts reflected and the Vendor has no reason to believe that they will not be collected in full. (c) Part 2.12 of the Unaudited Interim Balance Sheet is consistent with Disclosure Schedule accurately identifies, and provides an accurate and complete breakdown of the revenues received from the Company's prior practice and is a reasonable estimate of top ten customers, plus revenue from each such doubtful accountscustomer for the financial year ending 31 December 1999. 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 customer or other Person identified in Part 2.12 of the Disclosure Schedule 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. Part 2.7 (a) Section 4.8 of the Disclosure Schedule provides an accurate and complete breakdown and aging of all accounts receivable, and notes receivable and a list of all other receivables of the Company as of November 30March 31, 1997. Except as set forth in Part 2.7 of the Disclosure Schedule, all 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 December 1, 1997 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 Ordinary Course of businessBusiness; and (ii) are current and in the aggregate, will be collected in full (without any counterclaim or setoff), but not net of any allowance for doubtful accounts reflected on the Unaudited Interim Balance Sheet) reserves, on or before March 15the later of 90 days from the date of invoice or 60 days from the date hereof. (c) Section 4.8(c) of the Disclosure Schedule accurately identifies, 1997. The allowance and provides an accurate and complete list of the revenues received from, each customer or other Person that accounted for doubtful accounts reflected in more than $10,000 of the Unaudited Interim Balance Sheet is consistent with gross revenues of the Company's prior practice and is a reasonable estimate of such doubtful accountsCompany during fiscal year 1999. The Company has not received any notice or other communication (in writing or otherwise), and has not or received any other information, indicating that any customer, supplier customer or other Person identified in Section 4.8(c) of the Disclosure Schedule may cease dealing with the Company or may otherwise reduce the volume of business transacted by such Person with the Company below historical levels. (d) The Company has provided to Acquiror or its counsel a copy, if any, 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.