Common use of Accounts Payable and Inventory Clause in Contracts

Accounts Payable and Inventory. All accounts payable and other current liabilities reflected on the Seller Balance Sheet represent accounts payable for products and services purchased in the Ordinary Course of Business. Except as set forth in Schedule 5.10-1, all inventory of Seller and the Subsidiaries reflected on the Seller Balance Sheet consisted, as of such dates, of a quality and quantity usable and salable in the Ordinary Course of Business. Since the Balance Sheet Date, each of Seller and the Subsidiaries has (i) only incurred accounts payable and other current liabilities (other than Transaction Fees) in the Ordinary Course of Business and has discharged its accounts payable and other current liabilities in accordance with past practice and (ii) purchased and maintained inventory in an amount that it reasonably believe to be appropriate for normal requirements of its business and current business conditions consistent with past practices. The inventories of Seller and the Subsidiaries set forth in the Seller Balance Sheet were valued at the lower of cost (on a FIFO basis) or market and were properly stated therein in accordance with GAAP consistently applied. Adequate reserves have been reflected in the Seller Balance Sheet for obsolete, excess, damaged, slow-moving, or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. The inventories of Seller and the Subsidiaries constitute sufficient quantities for the normal operation of business in accordance with past practice. Schedule 5.10-2 sets forth an aging schedule of Seller’s and the Subsidiaries’ accounts payable as of the Balance Sheet Date.

Accounts Payable and Inventory. All accounts payable and other current liabilities reflected on the Seller Company Balance Sheet and the unaudited consolidated balance sheet of the Company as of September 30, 2005 (the "Sept. 30 Balance Sheet") represent accounts payable for products and services purchased in the Ordinary Course of BusinessCourse. Except as set forth in Schedule 5.10-1, all All inventory of Seller and the Subsidiaries Company reflected on the Seller Company Balance Sheet and the Sept. 30 Balance Sheet consisted, as of such dates, of a quality and quantity usable and salable in the Ordinary Course of BusinessCourse. Since each of the Balance Sheet DateDate and September 30, each of Seller and 2005, respectively, the Subsidiaries Company has (i) only incurred accounts payable and other current liabilities (other than Transaction Fees) in the Ordinary Course of Business and has discharged its accounts payable and other current liabilities in accordance with past practice and (ii) purchased and maintained inventory in an amount that it reasonably believe believes to be appropriate for normal requirements of its business and current business conditions consistent with past practices. The inventories of Seller and the Subsidiaries Company set forth in the Seller Balance Sheet June 30, 2005 balance sheet were determined by quarterly physical count and, to the Company's knowledge, were valued at the lower of historic cost (on a FIFO basis) or market and were properly stated therein in accordance with GAAP consistently applied. Adequate reserves have been reflected in the Seller Sept. 30 Balance Sheet for obsolete, excess, damaged, slow-moving, or otherwise unusable inventory, which reserves were calculated in a manner consistent with past practice and in accordance with GAAP consistently applied. The inventories of Seller and the Subsidiaries Company constitute sufficient quantities for the normal operation of business in accordance with past practice. Schedule 5.10-2 3.20 sets forth an aging schedule of Seller’s and the Subsidiaries’ Company's accounts payable as of the Balance Sheet DateSeptember 30, 2005.