Accounts Payable and Accounts Receivable. (a) No Group Company is delinquent in its payment of any accounts payable or accrued liability as of the date hereof, and no such accounts payable or accrued liabilities have been deferred (regardless of whether such Group Company and the third party have agreed to such deferral). (b) Except as specifically set forth on Schedule 3.23(b), all accounts receivable of the Group Companies: (i) have arisen only from bona fide transactions in the Ordinary Course; (ii) represent valid and enforceable obligations; (iii) are fully collectable no later than 90 days from the date of invoice related to such account receivable net of amounts reserved in accordance with GAAP and reflected in the calculation of Net Working Capital; (iv) are expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim; and (v) are owned by the Group Companies free of any Liens (other than Permitted Liens). No discount or allowance from the face amount of any receivables has been made or agreed to and none represents ▇▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services. Except as set forth on Schedule 3.23(b), there is no single debtor of the Group Companies that has refused or, to the Knowledge of the Company, threatened to refuse to pay obligations to the Group Companies that exceeds $10,000, and the debtors of the Group Companies have not refused or, to the Knowledge of the Company, threatened to refuse to pay obligations to the Group Companies that exceed $20,000 in the aggregate, in each case, for any reason and, to the Knowledge of the Company, no debtor of the Group Companies that has since January 1, 2016 filed for or has been declared bankrupt by a court of competent jurisdiction or that is subject to any bankruptcy proceeding. Schedule 3.23(b) sets forth a complete and accurate accounts receivable aging report for the Group Companies as of December 31, 2017.
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Sources: Merger Agreement, Merger Agreement (Charles River Laboratories International Inc)