Receivables; Payables. (a) The accounts receivable and notes receivable of the Company and its Subsidiaries reflected in the Balance Sheet and arising after the date thereof have arisen in bona fide arm’s-length transactions in the ordinary and usual 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, collectible 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 and its Subsidiaries in the ordinary and usual course of business consistent with past custom and practice and determined in accordance with GAAP. A complete list of all accounts receivable and notes receivable of the Company and its Subsidiaries as of the date hereof is included in Section 3.19 of the Disclosure Schedule.
(b) All accounts payable of the Company and its Subsidiaries reflected on the Balance Sheet and arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable, except for accounts payable that are being disputed in good faith in an appropriate manner and for which there are adequate reserves on the Balance Sheet, or, with respect to accounts payable arising after the Balance Sheet Date, on the accounting records of the Company and its Subsidiaries.
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.
(b) Schedule 3.6 contains an accurate and complete list, as of a date no earlier than June 30, 2003, of all of the Receivables, together with detailed information as to each such Receivable which has been outstanding for more than thirty (30) days. Except as set forth on Schedule 3.6, none of Sellers nor Nextera have any Knowledge that any account debtors of Sellers are unable to pay any accounts receivable owed to Sellers for any reason whatsoever, except to the extent of any amounts reserved against on the June Balance Sheet.
(c) Except as set forth on Schedule 5.18, as of a date no earlier than June 30, 2003, Sellers have paid all accounts payable in the ordinary course of business in accordance with the terms thereof, and has not delayed the payment thereof in contemplation of the transactions provided in the Agreement or otherwise.
Receivables; Payables. (a) The accounts receivable of each Company reflected in the Final Closing Statement have arisen in bona fide arm's-length transactions in the ordinary and usual course of business consistent with past custom and practice, and, subject to the allowance for doubtful accounts set forth in the Final Closing Statement, all such receivables are valid and binding obligations of the account debtors without any counterclaims, setoffs or other defenses thereto and are collectible in the ordinary and usual course of business consistent with past custom and practice. All such reserves, allowances and discounts were and are adequate and consistent in extent with the reserves, allowances and discounts previously maintained by the Companies in the ordinary and usual course of business consistent with past custom and practice and determined in accordance with GAAP. All work-in-process or accrued billing reflected in the Final Closing Statement has been performed pursuant to a customer order or contract therefor and shall become accounts receivable in due course, which shall be collectible for the full amount in the ordinary and usual course of business consistent with past custom and practice at the full recorded amount thereof.
(b) All accounts payable of each Company reflected on the Financial Statements and/or Final Closing Statement are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable, except for accounts payable that are being disputed in good faith in an appropriate manner.
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.
(b) All accounts payable (including, without limitation, Taxes payable) reflected on the TSG's interim Balance Sheet have been and are being paid in the ordinary course of its business and consistent with past practice.
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.
(b) As used in this Agreement, “Receivables” means (i) trade receivables arising from the sale of inventory in connection with the operation of the Company’s Business and (ii) non-trade receivables arising in connection with the operation of the Company’s Business other than from the sale of inventory.
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.
(b) All accounts payable of Pipelogic (i) reflected in the Financial Statements have been paid and are the result of bona fide transactions in the Ordinary Course of Business of Pipelogic and (ii) arising after the date of the Financial Statements are the result of bona fide transactions in the Ordinary Course of Business of Pipelogic and are not yet due and payable.
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.
(b) All accounts payable of the Company reflected on the Balance Sheet and arising after the date thereof are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable, except for accounts payable that are being disputed in good faith in an appropriate manner and for which there are adequate reserves on the Balance Sheet, or, with respect to accounts payable arising after the Balance Sheet Date, on the accounting records of the Company. A true, accurate and complete list of all accounts payable and notes payable of the Company as of the date hereof is included in Section 3.18(b) of the Disclosure Schedule.
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. Subject to the Final Balance Sheet:
(a) All accounts receivable of the Company have arisen from bona fide transactions in the ordinary course of business consistent with past practice and are legally binding. All accounts receivable of the Company reflected on the Financial Statements or arising after the date thereof 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 generally accepted accounting principles consistently applied.
(b) All accounts payable of the Company reflected on the Balance Sheet, or arising after the date thereof, are the result of bona fide transactions in the ordinary course of business and have been paid or, in the ordinary course of business consistent with the Company's past practices, have not yet been paid.
(c) Except for customer pre-payments in the ordinary course of business which are or will be reflected on the Balance Sheet, the Preliminary Balance Sheet or the Final Balance Sheet, the Company has not received any advance payments, deposits or similar payments in respect of any goods sold or to be sold or services performed or to be performed after the Closing Date.
Receivables; Payables. All accounts receivable of the Company which are or will be reflected on the Company? Financial Statements at the Closing Date 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 the Company are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims of which the Company and Sellers are aware, are current and to the knowledge of the Company, collectible, and will be collected in accordance with their terms at their recorded amounts.
