Accounts Receivable and Payable. The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. No accounts payable of the Company are over forty-five (45) days old.
Accounts Receivable and Payable. (a) The Parties acknowledge and agree that all accounts receivable, notes receivable and other indebtedness owed by any Third Party arising from the sale of the Products in the Territory (“Accounts Receivable”), on a country-by-country basis, prior to the applicable Transfer Approval Date shall remain the property of Merck Serono or its Affiliates and shall be collected by Merck Serono or its Affiliates subsequent to the applicable Transfer Approval Date. The Parties acknowledge and agree that all Accounts Receivable, on a country-by-country basis, on or after the applicable Transfer Approval Date shall be the property of BioMarin. In the event that, on or after the applicable Transfer Approval Date, BioMarin or its Affiliates receives any payment from any obligor with respect to an Account Receivable that was accrued prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt of such payment, remit the full amount of such payment to Merck Serono. In the case of the receipt by BioMarin of any payment of an Account Receivable from any obligor of both Merck Serono and BioMarin then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to BioMarin with the excess, if any, remitted to Merck Serono. In the event that, subsequent to the applicable Transfer Approval Date, Merck Serono or any of its Affiliates receives any payments from any obligor with respect to an Account Receivable of BioMarin for any period on or after the applicable Transfer Approval Date, then Merck Serono shall, within [*] days of receipt of such payment, remit the full amount of such payment to BioMarin. In the case of the receipt by Merck Serono of any payment of any Account Receivable from any obligor of both Merck Serono and BioMarin, then, unless otherwise specified by such obligor, such payment shall be applied first to Accounts Receivable owed to Merck Serono with the excess, if any, remitted to BioMarin.
(b) In the event that, on a country-by-country basis, subsequent to the applicable Transfer Approval Date, BioMarin or its Affiliates receives any invoices from any Third Party with respect to any account payable relating to the Product Business outstanding prior to the applicable Transfer Approval Date, then BioMarin shall, within [*] days of receipt of such invoice, provide such invoice to Merck Serono. In the event that, on a country-by-country basis, subsequent to the applicable Transfer ...
Accounts Receivable and Payable. (a) Section 2.24(a) of the Disclosure Schedule sets forth a true, correct and complete breakdown and aging of the accounts receivable of the Company as of the date of the Interim Balance Sheet. All accounts and notes receivable reflected on the Interim Balance Sheet and all accounts and notes receivable to be reflected on the books of the Company as of the Closing (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) are valid receivables arising in the ordinary course of business consistent with past practice and are current and collectible at the amounts set forth on the books of the Company as of the Closing, as the case may be (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP) within 90 days after the Closing and will be demanded in full when due. No agreement for deduction, free goods, discount, refund, adjustment, right of set-off or other deferred price or quantity adjustment has been made with respect to any such receivables. There are no disputes regarding the collectability of any such accounts receivable and, to the Knowledge of the Company, no customer has indicated its unwillingness to pay any account receivable in full.
(b) Section 2.24(b) of the Disclosure Schedule sets forth a true, correct and complete (i) breakdown and aging of the accounts payable of the Company as of the date of the Interim Balance Sheet, and (ii) breakdown of all customer deposits and other deposits held by the Company as of the date of this Agreement. All accounts payable were incurred in the ordinary course of business consistent with past practice, are valid payables for products or services purchased by the Company and are not past due and in no event are any payables more than 90 days past the invoice date.
Accounts Receivable and Payable. The accounts receivable outstanding as of the date of the Interim Financial Statements are, and the accounts receivable of the Company outstanding as of the Closing Date will be, (i) valid and genuine accounts receivable arising only out of bona fide sales and delivery of goods, performance of services and other business transactions in the ordinary course of the Company's business consistent with past practice; (ii) subject to no asserted defenses, counterclaims or rights of setoff, and (iii) except as set forth on SCHEDULE 2.19, collectible within sixty (60) days after billing at the full recorded amount thereof less the recorded allowance for doubtful accounts reflected on the Interim Financial Statements. Except as set forth on SCHEDULE 2.19, no accounts payable of the Company are, as of the date of this Agreement, over thirty (30) days old.
Accounts Receivable and Payable. As soon as available and in any event within 45 days after the end of each fiscal quarter, an aged trial balance of all then-existing Receivables and all then existing accounts payable of each Loan Party, provided, however, that, with respect to Receivables of the Borrower or an Operating Subsidiary collected by Sprint PCS, the Borrower may promptly deliver to the Administrative Agent a copy of the information relating thereto delivered by Sprint PCS to the Borrower or such Operating Subsidiary and such delivery shall satisfy the requirements of this clause (s) relating to such Receivables;
Accounts Receivable and Payable. Subject to any reserves set forth in the Interim Balance Sheet, all accounts receivable of the Company shown on the Interim Balance Sheet and all accounts receivable of the Company arising from and after the date of the Interim Balance Sheet and to including the Closing Date, are valid receivables subject to no setoffs or counterclaims, represent and will represent bona fide claims against debtors for sales and other charges, and are not subject to discount except for normal cash and immaterial trade discounts. The amount carried for doubtful accounts and allowances disclosed in the Interim Balance Sheet are sufficient to provide for any losses which may be sustained on realization of the receivables. The amounts carried as reserves for expenses, including all expenses for services rendered and goods purchased, and warranty claims on the Interim Balance Sheet are sufficient for the payment of (a) expenses incurred prior to the Closing Date, other than Transaction Expenses, (b) current warranty claims and (c) warranty claims which arise prior to twelve (12) months from the date of the Interim Balance Sheet. There are no unpaid invoices or bills representing amounts alleged to be owed by the Company, or other alleged obligations of the Company, which the Company has disputed or determined to dispute or refuse to pay.
Accounts Receivable and Payable. (a) All accounts receivable of the Company that will be reflected on the Closing Balance Sheet (collectively, the "ACCOUNTS RECEIVABLE") will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Subject to the reserves shown on the Closing Balance Sheet (which reserves will be adequate and calculated consistent with past practice), each of the Accounts Receivable will be collected, in cash or by credit prior to the first anniversary of the Closing Date. There will be no contest, claim, or right of set-off, other than returns, shortages and other claims made in the Ordinary Course of Business, under any Applicable Contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Schedule 3.12(a) of the Disclosure Letter contains a complete and accurate list, in all material respects, of all Accounts Receivable (without naming the obligors) as of March 24, 2006, which list sets forth the aging of such Accounts Receivable that have aged by (i) less than 30 days, (ii) between 31 and 60 days, (iii) between 61 and 90 days and (iv) by more than 90 days.
(b) Schedule 3.12(b) identifies (i) all trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof.
(c) Schedule 3.12(c) of the Disclosure Letter identifies (i) all non trade payables of the Company the payment of which is overdue (based on a due date consistent with the Company's past practice for that creditor) as of the date hereof, (ii) all non trade payables to become due during the fifteen (15) day period following the date hereof, and (iii) all non trade payable to become due between the sixteenth (16th) and thirtieth (30th) day following the date hereof.
(d) The total amount of payments that would have been made by the Company on or before March 31, 2006 in the Ordinary Course of Business to National Distributors, Random House, Inc. or HarperCollins Publishers but for the closing of the transactions contemplated by this Agreement is $4,100,000.
Accounts Receivable and Payable. (a) All accounts receivable of the Company Group reflected on the Financial Statements, and all accounts receivable arising subsequent to the date thereof, represent valid obligations arising from services actually performed by the Company Group in the ordinary course of business consistent with past practice. The accounts payable of the Company reflected on the Financial Statements, and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in the ordinary course consistent with past practice.
(b) To the best of the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account receivable relating to the amount or validity of such account, receivables or note involving an amount in excess of $100,000. Except as set forth on Schedule 4.21(b), to the best knowledge of the Company, all accounts and receivables are good and collectible in the ordinary course of business.
(c) The information set forth on Schedule 4.21(c) separately identifies any and all accounts, receivables of the Company Group which are owed by any Affiliate of the Company Group. Except as set forth on Schedule 4.21(c), the Company Group is not indebted to any of its Affiliates and no Affiliates are indebted to the Company Group.
Accounts Receivable and Payable. As soon as available and in any event within 45 days after the end of each fiscal quarter, an aged trial balance of all then-existing Receivables and all then existing accounts payable of the Borrower and its Subsidiaries;
Accounts Receivable and Payable. (a) The accounts receivable shown on the Company Balance Sheet arose in the ordinary course of business, consistent with past practices, represented bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. Allowances for doubtful accounts and warranty returns have been prepared in accordance with GAAP consistently applied and in accordance with the Acquired Companies’ past practices and are sufficient to provide for any losses which may be sustained on realization of the receivables. The accounts receivable of the Acquired Companies arising after the Balance Sheet Date and before the Closing Date arose or shall arise in the ordinary course of business, consistent with past practices, represented or shall represent bona fide claims against debtors for sales and other charges, and have been collected or are collectible in the book amounts thereof. None of the accounts receivable of the Acquired Companies is subject to any claim of offset, recoupment, setoff or counter-claim, and Company has no knowledge of any specific facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. None of the accounts receivable of the Acquired Companies is contingent upon the performance by any of the Acquired Companies of any obligation or Contract and no agreement for deduction or discount has been made with respect to any of such accounts receivable. Company has provided to Acquiror an accurate aging of the Acquired Companies’ accounts receivable in the aggregate and by customer, which indicates the amounts of allowances for doubtful accounts, warranty returns, accounts receivable of the Acquired Companies which are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims.
(b) All accounts payable and notes payable of the Acquired Companies arose in the ordinary course of business, consistent with past practices in bona fide arms’ length transactions and no such account payable or note payable is delinquent by more than sixty (60) days in its payment. Since June 30, 2015, each of the Acquired Companies has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices.
