Receivables; Payables. (a) The accounts receivable and notes receivable of the Company reflected in the Balance Sheet and arising after the date thereof have arisen in bona fide arm’s-length transactions in the ordinary course of business consistent with past custom and practice, and, subject to the allowance for doubtful accounts set forth in the Balance Sheet, all such receivables are valid and binding obligations of the account debtors without any counterclaims, setoffs or other defenses thereto. All such reserves, allowances and discounts were and are adequate and consistent in extent with the reserves, allowances and discounts previously maintained by the Company in the ordinary and usual course of business consistent with past custom and practice and determined in accordance with GAAP. A true, accurate and complete list of all accounts receivable and notes receivable of the Company as of the date hereof is included in Section 3.18(a) of the Disclosure Schedule.
Receivables; Payables. (a) Each of the Receivables arose in the Ordinary Course of Business of Pipelogic and represents the genuine, valid and legally enforceable obligation of the account debtor (subject only to Creditors’ Rights) and no contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice) has been asserted or, to the Knowledge of Sellers, is threatened by any of the account debtors of such Receivable. Pipelogic has good and valid title to each Receivable free and clear of all Liens except Permitted Liens. No goods or services, the sale or provision of which gave rise to any Receivable, have been returned or rejected by any account debtor or lost or damaged prior to receipt thereby. Set forth in Schedule 3.15(a) is a listing of Receivables as of a date no more than seven (7) days prior to the date of this Agreement, which listing sets forth the number of days each Receivable has been outstanding. Pipelogic has not written off any Receivables as uncollectible.
Receivables; Payables. (a) Section 2.24(a) of the Seller Disclosure Schedule sets forth a correct and complete aged list of the Receivables (as defined in Section 2.24(b) below) as of the date of the 2006 Balance Sheet showing those Receivables that as of such date had been outstanding for (i) 30 days or less, (ii) 31 to 60 days, (iii) 61 to 90 days, (iv) 91 to 120 days, (v) 121 to 150 days, (vi) 151 to 180 days and (vii) more than 180 days. Except to the extent, if any, reserved for on the 2006 Balance Sheet, all Receivables reflected on the 2006 Balance Sheet arose, and the Receivables existing on the Closing Date will have arisen, in the ordinary course of business consistent with past practice. The allowance for doubtful accounts as reflected on the 2006 Balance Sheet was calculated in accordance with GAAP, consistent with the past practices of Seller, and as of the date of this Agreement no event has occurred which would require a material increase in the ratio of the allowance for doubtful accounts to the Receivables.
Receivables; Payables. (a) All accounts receivable of Epic which are or will be reflected on the Epic Interim Financial Statements at the Effective Time will arise in the ordinary course of business out of bona fide sales and deliveries of goods, services or other business transactions. All accounts receivables of Epic are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims of which Epic is aware, are current and to the knowledge of Epic, collectible, and will be collected in accordance with their terms at their recorded amounts. (b) All accounts payable (including, without limitation, taxes payable) reflected on the Epic Interim Financial Statements at the Effective Time and all accounts payable of Epic arising subsequent to the Effective Time, have been, will be and are being paid in the ordinary course of their business and consistent with past practice.
Receivables; Payables. (a) All Receivables shown on the June Balance Sheet and all such receivables held by Sellers on the date hereof were and are valid obligations of the respective makers thereof arising from services actually performed by Sellers in the ordinary course of business, and were not and are not subject to any offset or counterclaim, except for amounts reserved against on the June Balance Sheet (which reserves are adequate and calculated consistent with past practice, and will not represent a material adverse change in the composition of such receivables in terms of aging) and, with respect to notes and accounts thereafter arising and outstanding on the date hereof, except for a percentage thereof equal to the percentage which said reserved amounts on the June Balance Sheet constituted of the aggregate of notes and accounts receivable at the date of the June Balance Sheet.
Receivables; Payables. (a) All accounts receivable of TSG which are or will be reflected on TSG Financial Statements will arise in the ordinary course of business out of bona fide sales and deliveries of goods, services or other business transactions. All accounts receivable of TSG are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims of which TSG is aware, are current and collectible, and will be collected in accordance with their terms at their recorded amounts.
Receivables; Payables. Subject to the Final Balance Sheet:
Receivables; Payables. (a) All accounts receivable of the Company have arisen from bona fide transactions in the Ordinary Course of Business. All accounts receivable of the Company on the Balance Sheet Date and arising thereafter are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. No account receivable of the Company has been requested by the Company to be paid sooner than in the Ordinary Course of Business.
Receivables; Payables. (a) All accounts receivable of Silesia which are or will be reflected on the Silesia Interim Financial Statements at the Effective Time will arise in the ordinary course of business out of bona fide sales and deliveries of goods, services or other business transactions. There are no accounts receivables of Silesia to be reflected properly on its books and records. (b) Any accounts payable (including, without limitation, taxes payable) reflected on the Silesia Interim Financial Statements at the Effective Time and all accounts payable of Silesia arising subsequent to the Effective Time, have been, will be and are being paid in the ordinary course of its business and consistent with past practice. 4.13 Licenses, Permits and Consents; Compliance with Applicable Law. (a) Silesia possesses all licenses and permits which individually or in the aggregate are material to the conduct of the business of Silesia or any of its employees by reason of such employee's activities on behalf of Silesia under applicable law or required by any federal, state, local or foreign governmental entity or regulatory body for the operation of the business of Silesia, and all of such listed licenses and permits are in full force and effect as of the date hereof and will remain in full force and effect following the consummation of the transactions contemplated hereby. Silesia has not received notice and have no reason to believe, that any appropriate authority intends to cancel or terminate any of such licenses or permits or that valid grounds for such cancellation or termination currently exist. (b) Silesia is not in material violation or breach of any, and the business and operations of Silesia comply in all material respects and are being conducted in accordance with, all material governing laws, regulations and ordinances applicable thereto and Silesia is not in material violation of or in material default under any judgment, award, order, writ, injunction or decree of any court, arbitration tribunal, governmental entity or regulatory body. 4.14
Receivables; Payables. (a) All accounts receivable of the Company and its Subsidiaries have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All accounts receivable of the Company or its Subsidiaries reflected on the Company Balance Sheet are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts reflected thereon, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. All accounts receivable arising after the Balance Sheet Date are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserve for returns or doubtful accounts, which reserves are adequate and were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied.
