Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

Accounts Receivable; Accounts Payable. (a) All accounts receivable and other receivables constitute valid claims in favor of the Acquired Companies Company and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen its Subsidiaries arising from bona fide arm’s length transactions of the Company or any of its Subsidiaries, arising in the ordinary course of business consistent Ordinary Course. The reserves, allowances and discounts with past practice. All respect to such accounts receivable are good adequate and collectible (consistent in extent with reserves, allowances and subject discounts previously maintained by the Company and its Subsidiaries in the Ordinary Course, and there are no claims, defenses, counterclaims, refusals to no setoffs pay or counterclaims) at other rights of set off against any thereof other than such as has arisen or will arise in the aggregate recorded amounts Ordinary Course and for which reserves have been established to the extent required by GAAP. No Person has any Lien on any such accounts receivable or any part thereof, net of and no material agreement, for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective such accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable To the Company’s Knowledge, there is no contest, claim, defense, or right of setoff (i) with any obligor of any of the Acquired Companies and their Subsidiariesaccounts receivable; or (ii) as to the amount or validity of such accounts receivable. (c) Since January 1, whether reflected on 2019, neither the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions nor any of its Subsidiaries has (i) collected its accounts receivable other than in the ordinary course Ordinary Course; (ii) accelerated or otherwise altered its collection practices; or (iii) written off or written down any of business consistent with past practice. Since its accounts receivable. (d) Except as set forth on Section 3.21(d) of the Balance Sheet DateDisclosure Letter, the Acquired Companies Company and their its Subsidiaries have paid their respective accounts payable in the ordinary course of their business Ordinary Course, have not delayed payments on any such accounts payable and in a manner which is consistent with past practiceshave not altered the payment terms thereunder.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable reflected in the Financial Statements and the accounts receivable arising after the Interim Balance Sheet Date (i) have arisen from valid, bona fide transactions entered into by the Target Companies in the ordinary course of business, and (ii) constitute only valid claims of the Target Companies which, to the Knowledge of Tall Oak Parent, are not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business. The reserve for bad debts shown on the Financial Statements or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Target Companies, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes, are adequate and reasonable based on the past history of the Target Companies with respect to their business and customers. Set forth on Section 4.22(a) of the Tall Oak Disclosure Schedule is a list of the accounts receivable of the Acquired Target Companies and their Subsidiariesthat, whether reflected on as of (b) All accounts payable of the Company Balance Sheet or subsequently createdTarget Companies, are valid receivables that have arisen from including those included in the Unaudited Interim Financial Statements, arose in bona fide arm’s-length transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Target Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Interim Balance Sheet Date, the Acquired Target Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which that is consistent with past practices.practices of the Target Companies. Except as set forth on Section 4.22(b) of the Tall Oak Disclosure Schedule, no Target Company has any accounts payable owing to Tall Oak Parent or any Related Person. 4.23

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether Selling Entity or any of its Subsidiaries that are reflected on the Company Financial Statements or the accounting records of the Selling Entity and its Subsidiaries (collectively, the “Accounts Receivable”) represent or will represent valid and enforceable obligations arising from transactions actually made or services actually performed in the ordinary course of business. The Accounts Receivable are not subject to set-off or counterclaim and are collectible in the ordinary course of business, after deducting the reserve for doubtful accounts stated in the Balance Sheet, which reserve is in accordance with GAAP. The invoicing of Accounts Receivable by the Selling Entity and its Subsidiaries has been performed accurately in all material respects and, since the Balance Sheet or subsequently createdDate, are valid receivables that have arisen from bona fide transactions the Selling Entity and each Subsidiary of the Company has collected its Accounts Receivable in the ordinary course of business and in a manner that is consistent with past practicepractices and has not accelerated any such collections. All such accounts Neither the Selling Entity nor any of its Subsidiaries has any Accounts Receivable or loans receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net from any Affiliate of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been or any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies Seller or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesrespective Representatives. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet Selling Entity or subsequently created, are valid payables that have arisen from any of its Subsidiaries arose in bona fide arm’s length transactions in the ordinary course of business consistent with past practiceand no such account payable or note payable is delinquent in its payment. Since the Balance Sheet Date, each of the Acquired Companies Selling Entity and their its Subsidiaries have has paid their its accounts payable in the ordinary course of their its business and in a manner which is consistent with its past practices. Neither the Selling Entity nor any of its Subsidiaries has any account payable to any Affiliate of the Company or any Seller or any of their respective Representatives.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies Company and their Subsidiaries, whether its Subsidiaries that are reflected on the Financial Statements, the Interim Financial Statements or on the accounts receivable ledgers of the Company Balance Sheet and its Subsidiaries (collectively, the "ACCOUNTS RECEIVABLE") represent valid obligations arising from sales actually made or subsequently createdservices actually performed in the ordinary course of business. All of the Accounts Receivable are or will be current and collectible at the full recorded amount thereof, are valid receivables that have arisen from bona fide transactions less any applicable reserves established in accordance with GAAP, in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject without resort to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Lienslitigation, except for Permitted Liens. Since such Accounts Receivable, the Balance Sheet Date, there failure of which to collect would not have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesa Material Adverse Effect. (b) All accounts payable and notes payable of the Acquired Companies Company and their Subsidiaries, whether its Subsidiaries that are reflected on the Financial Statements, the Interim Financial Statements or on the accounts payable ledgers of the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions and its Subsidiaries arose in the ordinary course of business business. All material items which are required by GAAP to be reflected as payables on the Financial Statements and on the Interim Financial Statements and in the books and records of the Company and its Subsidiaries are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice. Since There has been no adverse change since the Balance Sheet Date, date of the Acquired Companies and their Subsidiaries have paid their Interim Financial Statements in the amount or delinquency of accounts payable of the Company and its Subsidiaries (either individually or in the ordinary course of their business and in aggregate) which would have a manner which is consistent with past practicesMaterial Adverse Effect.

Accounts Receivable; Accounts Payable. INVENTORY. Except as set forth in SCHEDULE 4.18 of the Disclosure Schedule: (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected The Receivables on the Company Balance Sheet or subsequently created, are valid receivables that have arisen and arising after the date thereof (i) arose from the bona fide transactions sale of inventory, assets or services, in each case, in the ordinary course Ordinary Course of business consistent with past practice. All such accounts receivable Business, (ii) constitute only valid and undisputed claims, (iii) are good and collectible (and not subject to no setoffs counterclaims or counterclaimssetoffs, and (iv) at the aggregate recorded amounts thereofare collectible in full, net of any the applicable reserves reserve for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; providedaccounts, however, that nothing in the foregoing shall be construed as a guarantee Ordinary Course of collectability. Each of Business without resort to litigation (but in no event more than 90 days from the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesdate they became due). (b) All accounts payable The inventory of Seller reflected on its books and notes payable records is in good and marketable condition, first quality material and is saleable in the Ordinary Course of Business, and the quantities of all such inventory are reasonable and warranted in the present circumstances of the Acquired Companies business of Seller. Seller's inventory of raw materials, work in process and their Subsidiaries, whether finished goods reflected on its books and records consists of items of a quality and quantity usable and, with respect to finished goods only, salable at their respective normal profit levels, in each case, in the Company Balance Sheet Ordinary Course of Business. Seller's inventory of finished goods reflected on its books and records is not obsolete or subsequently createddamaged and is merchantable and fit for its particular use. Seller has, and will have as of the Closing Date, on hand or has ordered and expects timely delivery of such quantities of raw materials and has on hand such quantities of work in process and finished goods as are valid payables reasonably required timely to fill current orders on hand at its normal level of operations. The values at which such inventory is carried on the Tax Statements and the Interim Financial Statements have been determined in accordance with the normal valuation policy of Seller, consistently applied, and in accordance with fair and accurate business tax accounting. The costs of disposing of any and all obsolete inventory have been reserved for or accrued in the Tax Statements or the Interim Financial Statements. Seller has not changed the method for valuing its inventory since its inception. SCHEDULE 4.18(b) of the Disclosure Schedule lists all inventory, goods and products of Seller that have arisen from bona fide transactions been billed and are still in the ordinary course possession of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practicesSeller.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies and their Subsidiariesaccounts receivable, whether reflected on billed or unbilled, of the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions arose in the ordinary course of business consistent with past practice. All such accounts receivable business, are good and collectible (and subject to no setoffs or counterclaims) carried at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date values determined in accordance with past custom and practice GAAP consistently applied, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and, to the Knowledge of the Acquired Companies; providedCompany, however, that nothing are collectible except to the extent of reserves therefor set forth or reflected in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title Current Balance Sheet or, for receivables arising subsequent to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been as reflected on the books and records of the Company (which receivables are recorded in accordance with GAAP consistently applied). No Person has any write-offs as uncollectible of Lien other than a Permitted Lien on any notes or accounts receivable of the Company and no agreement for deduction or discount has been made with respect to any accounts receivable of the Acquired Companies or any Company other than in the ordinary course of their Subsidiaries, except for write-offs as uncollectible business. Section 3.8(a) of doubtful the Disclosure Schedule sets forth the aging of the accounts reflected on receivable of the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesclose of business on April 24, 2019. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from arose in bona fide arm’s length transactions in the ordinary course of business consistent with past practiceand no such account payable or note payable is delinquent by more than thirty (30) days in its payment. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have Company has paid their its accounts payable in the ordinary course of their business and in a manner which is consistent with its past practices, and the Company has not materially delayed any such payments.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether The Accounts Receivable reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the Accounts Receivable arising after the date thereof (i) have arisen from bona fide transactions entered into by the respective Group Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent with past practice. All such accounts receivable are good and collectible Business, (and ii) constitute only valid, undisputed claims of the respective Group Company not subject to no setoffs claims of set-off or counterclaimsother defenses or counterclaims and (iii) at the aggregate recorded amounts thereof, net of any applicable reserves subject to a reserve for doubtful accounts reflected bad debts shown on the Company Interim Balance Sheet as adjusted for operations and transactions through or, with respect to Accounts Receivable arising after the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of the respective Group Company, and no Group Company has agreed to accept a discount on the payment of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except such Accounts Receivable. The reserve for write-offs as uncollectible of doubtful accounts reflected bad debts shown on the Company Interim Balance Sheet as adjusted for operations and transactions through or, with respect to Accounts Receivable arising after the Closing Date Interim Balance Sheet Date, on the accounting records of each Group Company have been determined in accordance with past custom GAAP, consistently applied, subject to normal year-end adjustments and practice the absence of disclosures normally made in footnotes. To the Company’s Knowledge, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and none of the Acquired CompaniesAccounts Receivable are pledged to any third party. (b) All accounts payable and notes payable Section 5.13(b) of the Acquired Companies and their Subsidiaries, whether Disclosure Schedule describes the sources of the Accounts Receivable in excess of Two Hundred Thousand Dollars ($200,000) reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that arising after the date thereof. (c) The accounts payable reflected on the Interim Balance Sheet and arising after the date thereof have arisen from bona fide transactions entered into by the respective Group Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their No Group Company has written-off or reversed any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practicesprior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the respective Group Company in the Ordinary Course of Business.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their SubsidiariesHeartland Companies, whether reflected on the Company Interim Balance Sheets or arising since the Interim Balance Sheet or subsequently createdDate, (i) are valid receivables that reflected properly on the books and records of the Heartland Companies in all material respects, (ii) have arisen from bona fide transactions and represent amounts receivable for goods actually delivered or services actually provided in the ordinary course of business consistent with past practice. All such accounts of a Heartland Company (or, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), (iii) are good and collectible (and not subject to no setoffs any material defenses, counterclaims or counterclaims) at the aggregate recorded amounts thereof, net rights of setoff (subject to any applicable reserves for doubtful accounts reflected on bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws), (iv) have been billed by a Heartland Company Balance Sheet as adjusted for operations in its ordinary course of business, and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided(v) are fully collectible except, however, that nothing in the foregoing shall be construed as a guarantee case of collectability. Each of receivables arising prior to the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there to the extent of the reserves set forth in the Interim Balance Sheets that have not been described in writing to Buyer. No third party has provided written notice contesting its obligation to pay any write-offs account receivable reflected on the books and records of the Heartland Companies. The reserve for uncollectible items shown on the Interim Balance Sheets are reasonable in amount based upon the Heartland Companies’ collection histories and facts known to the Heartland Companies with respect to current accounts and notes receivable. Section 3.14(a) of the Disclosure Schedules sets forth the total amount of accounts receivable outstanding as uncollectible of May 31, 2022, together with the aging of such receivables. No Heartland Company has made any agreement or agreed to any concession with any third party to amend, modify or otherwise change the payment terms or amount of any notes or outstanding account receivable. None of the accounts receivable of any of Heartland Company have been assigned or pledged to any other Person, and no further goods are required to be provided and no further services are required to be rendered in order to complete the Acquired Companies or any of their Subsidiaries, except for write-offs sales and fully render the services so as uncollectible of doubtful to entitle a Heartland Company to collect the accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date receivable in accordance with past custom and practice of the Acquired Companiesfull. (b) Section 3.14(b) of the Disclosure Schedules sets forth the total amount of accounts payable and notes payable by Heartland Companies outstanding as of May 31, 2022 All accounts payable and notes payable of by the Acquired Heartland Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions to third parties arose in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts or otherwise represent amounts payable in the ordinary course respect of their other bona fide business transaction, and there is no such account payable or note payable that is past due according to its terms, except those contested in a manner which is consistent with past practices.good faith. Section 3.15

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice. All such accounts receivable are good ; and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable constitute only valid, undisputed claims of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet not subject to claims of set-off or subsequently created, are valid payables that have arisen from bona fide transactions other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practicepractice or as accrued for. The allowance for credit losses shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company has been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Since the Interim Balance Sheet Date, the Acquired Companies have satisfied, paid and their Subsidiaries have paid discharged all of their accounts payable and other Current Liabilities in a timely manner and in accordance with their respective terms of payment, except (a) for current accounts payable which are not yet delinquent and are properly accounted for in the Financial Statements in accordance with GAAP, consistently applied and (b) accounts payable that are the subject of any bona fide dispute. Any and all such bona fide disputes that are currently unresolved are described on Section 3.15(b) of the Disclosure Schedules. Section 3.16 Distributors, Customers, and Suppliers. Section 3.16(a) of the Disclosure Schedules sets forth a list of the names of the Acquired Companies’ top ten (10) distributors, collectively, by dollar value of sales to such distributors for the fiscal year ended 2024. Section 3.16(b) of the Disclosure Schedules sets forth a list of the names of the Acquired Companies’ top ten (10) direct ship customers, collectively, each by dollar value of sales to such direct ship customers for the fiscal year ended 2024. Section 3.16(c) of the Disclosure Schedules sets forth a list of the names of the Acquired Companies’ top ten (10) suppliers, collectively, each by dollar value of net purchases from such suppliers, for the fiscal year ended 2024. Since December 31, 2024, none of the Acquired Companies have received any written notice (a) from any of the distributors listed on Section 3.16(a) of the Disclosure Schedules that any such distributor intends to stop, materially decrease the rate of, or materially change the payment, price or delivery terms with respect to distributing or purchasing any Acquired Companies products, including the Devices, (b) from any of the direct ship customers listed on Section 3.16(b) of the Disclosure Schedules that any such direct ship customer intends to stop, materially decrease the rate of, or materially change the payment, price or delivery terms with respect to, buying any Acquired Companies products, including the Devices, or (c) from any of the suppliers listed on Section 3.16(c) of the Disclosure Schedules that any such supplier intends to stop, materially decrease the rate of, or materially change the payment, price or delivery terms with respect to, supplying any Acquired Companies products, including the Devices. Since the Interim Balance Sheet Date, all purchase and sale orders and other commitments for purchases and sales made by the Acquired Companies have been made in the ordinary course of their business and in a manner which is consistent accordance with past practices., and no payments have been received from or made to any distributor, direct ship customer or supplier or any of the respective Representatives other than on account of the invoiced price of goods sold or supplies purchased in the ordinary course of business. Section 3.17

Accounts Receivable; Accounts Payable. (a) All SCHEDULE 2.7 sets forth the accounts receivable of the Acquired Companies and their Subsidiarieseach of the Subsidiaries as of the Balance Sheet Date and through the Closing Date, whether including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Owners and any entities or persons related to or affiliated with the Owners are separately identified in SCHEDULE 2.7. Except as set forth in SCHEDULE 2.7, (i) the Companies and the Subsidiaries have good right, title and interest in and to all trade accounts receivable and notes receivable reflected in the Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (except for those paid since the date of the Interim Balance Sheet) (the "Account Receivables"); (ii) none of such Account Receivables is subject to any Lien, other than Permitted Liens; (iii) all of the Account Receivables owing to the Companies and the Subsidiaries constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no known claims, refusals to pay or other rights of set-off against any thereof; (iv) no account or note debtor is delinquent in payment by more than 90 days; (v) the aging schedule of the Account Receivables attached to SCHEDULE 2.7 is complete and accurate; and (vi) the reserve established by the Companies on the Company Interim Balance Sheet or subsequently created, are valid receivables that have arisen is adequate to cover any doubtful accounts. (b) The Schedules contain a listing of all trade accounts payable and notes payable of the Companies and the Subsidiaries reflected in the Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (except for those paid since the date of the Interim Balance Sheet) (the "Account Payables"). All such Accounts Payables arose from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liensand, except for Permitted Liens. Since the Balance Sheet Dateas set forth in SCHEDULE 2.7, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date no such Account Payable is delinquent by more than 90 days in accordance with past custom and practice of the Acquired Companiesits payment. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

Accounts Receivable; Accounts Payable. (a) All Parent has made available to Newport and Buyer an accurate list of all accounts and notes receivable of the Acquired Companies and their Subsidiariesthe Subsidiaries (taken as a whole) as of April 3, whether 2004 (the “Listed Receivables”). The Listed Receivables arose from, and all accounts and notes receivable of the Companies and the Subsidiaries (taken as a whole) since the Interim Balance Sheet Date will have arisen from, the provision of goods or services by the Companies and the Subsidiaries in the ordinary course of business consistent with past practice. Neither Parent, any Company nor any Subsidiary has received any written notice or knows of any counterclaim or set-off with respect to any Listed Receivable, and to Sellers’ Knowledge there are no facts or circumstances that would reasonably be expected to be the basis for any such counterclaim or set-off which (in either such case) is not reflected or taken into account in the bad debt reserves set forth in the Interim Balance Sheet. Except to the extent collected since the Interim Balance Sheet Date, all notes and accounts receivable reflected on the Company Interim Balance Sheet, and all notes and accounts receivable accruing between the Interim Balance Sheet Date and the Closing Date will be, net of the applicable reserves with respect thereto, (i) bona fide claims against debtors for sale or subsequently createdother charges, are valid receivables that have arisen from and (ii) subject to no material expenses, set-offs or counterclaims. (b) All accounts payable reflected on the Interim Balance Sheet, and all accounts payable of any Company or any Subsidiary accrued on the books and records of the Companies and the Subsidiaries since the Interim Balance Sheet Date, relate to bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their SubsidiariesHeartland Companies, whether reflected on the Company Interim Balance Sheet or subsequently createdarising since the Interim Balance Sheet Date, (i) are valid receivables that reflected properly on the books and records of the Heartland Companies in all material respects, (ii) have arisen from bona fide transactions and represent amounts receivable for goods actually delivered or services actually provided in the ordinary course of business consistent with past practice. All such accounts of a Heartland Company (or, in the case of non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), (iii) are good and collectible (and not subject to no setoffs any material defenses, counterclaims or counterclaims) at the aggregate recorded amounts thereof, net rights of setoff (subject to any applicable reserves for doubtful accounts reflected on bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws), (iv) have been billed by a Heartland Company Balance Sheet as adjusted for operations in its ordinary course of business, and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided(v) are fully collectible except, however, that nothing in the foregoing shall be construed as a guarantee case of collectability. Each of receivables arising prior to the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there to the extent of the reserves set forth in the Interim Balance Sheet that have not been described in writing to Buyer. No third party has provided written notice contesting its obligation to pay any write-offs account receivable reflected on the books and records of the Heartland Companies. The reserve for uncollectible items shown on the Interim Balance Sheet are reasonable in amount based upon the Heartland Companies’ collection histories and facts known to the Heartland Companies with respect to current accounts and notes receivable. Section 3.14(a) of the Disclosure Schedules sets forth the total amount of accounts receivable outstanding as uncollectible of May 31, 2022, together with the aging of such receivables. No Heartland Company has made any agreement or agreed to any concession with any third party to amend, modify or otherwise change the payment terms or amount of any notes or outstanding account receivable. None of the accounts receivable of any of Heartland Company have been assigned or pledged to any other Person, and no further goods are required to be provided and no further services are required to be rendered in order to complete the Acquired Companies or any of their Subsidiaries, except for write-offs sales and fully render the services so as uncollectible of doubtful to entitle a Heartland Company to collect the accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date receivable in accordance with past custom and practice of the Acquired Companies. full. (b) Section 3.14(b) of the Disclosure Schedules sets forth the total amount of accounts payable and notes payable by Heartland Companies outstanding as of May 31, 2022 All accounts payable and notes payable of by the Acquired Heartland Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions to third parties arose in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts or otherwise represent amounts payable in the ordinary course respect of their other bona fide business transaction, and there is no such account payable or note payable that is past due according to its terms, except those contested in a manner which is consistent with past practices.good faith. Section

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet, and all accounts receivable arising subsequent to the Balance Sheet or subsequently createdDate, are valid receivables that have arisen from bona fide transactions in the ordinary course of business business, and, to the best knowledge of any Shareholder or the Company, represent valid obligations and are enforceable, subject to applicable laws affecting creditors' rights generally. All items which are required by GAAP to be reflected as accounts receivable on the Balance Sheet and on the books of the Company or its subsidiaries are so reflected and any reserve accounts relating thereto have been established in accordance with GAAP applied in a manner consistent with past practicepractices of the Company. All such The amounts set forth on the Balance Sheet as reserves for bad debts, as increased by an amount equal to no more than $50,000, are sufficient. Except for an amount equal to no more than $50,000, the accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through all accounts receivable arising subsequent to the Closing Balance Sheet Date are fully collectible in accordance with past custom and practice the ordinary course of business, except to the extent of the Acquired Companies; providedreserve for bad debts set forth on the Balance Sheet and, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title with respect to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since receivable arising after the Balance Sheet Date, there have not been any write-offs as uncollectible to the extent of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date reserve account relating thereto that has been established in accordance with GAAP applied in a manner consistent with past custom and practice practices of the Acquired CompaniesCompany. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries(including, whether without limitation, Taxes payable) reflected on the Balance Sheet, and all accounts payable (including, without limitation, Taxes payable) of the Company or its subsidiaries arising subsequent to the Balance Sheet or subsequently createdDate, have been and are valid payables that have arisen from bona fide transactions being paid in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their Company's or its subsidiaries business and in a manner which is consistent with past practices.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether as are reflected on the Company Balance Sheet or subsequently createdSuccess Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies' accounts receivable, are valid receivables net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the past practices employed by the Transferred Companies in the Ordinary Course of Business, provided that have arisen from no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness and are not subject to defenses, deductions, set offs or counterclaims, other than in the Ordinary Course of Business. All such The Transferred Companies maintain their accounting records in sufficient detail to substantiate the accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations Success Financial Statements and transactions through the Closing Date in accordance with past custom books and practice records of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Transferred Companies and their Subsidiaries have good given the Purchaser full and marketable title complete access to their respective accounts receivable, free and clear of all Liens, except for Permitted Liensthose records. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Latest Success Balance Sheet Date, the Acquired Transferred Companies and their Subsidiaries have paid their not changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the schedules or billing reports or in the ordinary course Success Financial Statements and such additional accounts payable as are fairly reflected on the books of their business and in the Transferred Companies on the Closing Date represent all accounts payable of the Transferred Companies. The Cash of the Transferred Companies shall not be less than Zero Dollars ($0.00) on the Closing Date. Except as set forth on Section 3.12 of the Seller Disclosure Letter, none of the Medical Practices owes, or is owed, any amount, whether pursuant to a manner which is consistent with past practicesPrior Management Services Agreement or otherwise, to or from any of the Transferred Companies.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies Diva and their Subsidiaries, whether its Subsidiaries that are reflected on the Company Balance Sheet Diva Financial Statements, the Diva Interim Financial Statements or subsequently createdon the accounts receivable ledgers of Diva and its Subsidiaries (collectively, the “DIVA ACCOUNTS RECEIVABLE”) represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. All of the Diva Accounts Receivable are valid receivables that have arisen from bona fide transactions or will be current and collectible at the full recorded amount thereof, less any applicable reserves established in accordance with GAAP, in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject without resort to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Lienslitigation, except for Permitted Liens. Since such Accounts Receivable, the Balance Sheet Date, there failure of which to collect would not have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesa Material Adverse Effect. (b) All accounts payable of Diva and notes payable of the Acquired Companies and their Subsidiaries, whether its Subsidiaries that are reflected on the Company Balance Sheet Diva Financial Statements, the Diva Interim Financial Statements or subsequently created, are valid payables that have arisen from bona fide transactions on the accounts payable ledgers of Diva and its Subsidiaries arose in the ordinary course of business business. All material items which are required by GAAP to be reflected as payables on the Diva Financial Statements and on the Diva Interim Financial Statements and in the books and records of Diva and its Subsidiaries are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice. Since There has been no adverse change since the Balance Sheet Date, date of the Acquired Companies and their Subsidiaries have paid their Diva Interim Financial Statements in the amount or delinquency of accounts payable of Diva and its Subsidiaries (either individually or in the ordinary course of their business and in aggregate) which would have a manner which is consistent with past practicesMaterial Adverse Effect.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Financial Statements and the accounts receivable that have arisen after the Balance Sheet or subsequently created, are valid receivables that Date (a) have arisen from bona fide transactions entered into by a member of the Company Group involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (b) constitute only valid, undisputed claims of a member of the Company Group not subject to valid claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. All such The reserve for bad debts shown on the Interim Financial Statements or, with respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since arising after the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date Group have been determined in accordance with past custom GAAP consistently applied, subject to normal year-end adjustments and practice the absence of the Acquired Companiesdisclosures normally made in footnotes. (b) All accounts payable and notes payable of by the Acquired Companies and their Subsidiaries, whether Company Group to third parties reflected on the Company Balance Sheet or subsequently created, are valid payables that Financial Statements have arisen from bona fide transactions the purchase of goods and services in the ordinary course of business consistent business. The Financial Statements accurately reflect, in all material respects, all amounts owed by the Company Group with past practicerespect to trade accounts due and other payables. Since The charges, accruals and reserves on the Balance Sheet Date, books of the Acquired Companies Company Group in respect of the accounts receivables and their Subsidiaries have paid their accounts payable as of the date thereof were calculated in accordance with GAAP. No member of the ordinary course Company Group is delinquent in its payment of their business any material amounts accounts payable or accrued liability as of the date hereof, and in a manner which is consistent with past practicesno such accounts payable or accrued liabilities have been deferred (regardless of whether such member of the Company Group and such third party have agreed to such deferral).

Accounts Receivable; Accounts Payable. (a) All Schedule 3.21(a) contains a complete detailed aging of the accounts receivable of the Acquired Companies and their Subsidiaries, whether Company as reflected in the Most Recent Balance Sheet. The receivables classified as accounts receivable on the Company Most Recent Balance Sheet or subsequently created, are valid and the receivables that of the Company which have arisen since the date of the Most Recent Balance Sheet (collectively, the Receivables”) (a) represent valid obligations arising from bona fide transactions sales actually made or services actually performed by the Company, (b) have arisen in the ordinary course of business consistent with past practice. All such accounts receivable and (c) are good and collectible (and not subject to no any counterclaims, setoffs or counterclaims) at disputes or believed to be otherwise uncollectible, subject to the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing set forth in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted LiensMost Recent Balance Sheet. Since the date of the Most Recent Balance Sheet DateSheet, there have the Company has not been any write-offs as uncollectible of any notes cancelled or accounts receivable of agreed to cancel, in whole or in part, any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired CompaniesReceivables. (b) All Schedule 3.21(b) contains a complete detailed aging of the accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether Company as reflected in the Most Recent Balance Sheet. The payables classified as accounts payable on the Company Most Recent Balance Sheet or subsequently created, are valid and the payables that of the Company which have arisen since the date of the Most Recent Balance Sheet (collectively, the “Payables”) (a) represent valid payment obligations arising from bona fide transactions obligations actually incurred by the Company, (b) have arisen in the ordinary course of business consistent with past practiceand (c) are not subject to any counterclaims, setoffs or disputes or believed to be otherwise uncollectible. Since the date of the Most Recent Balance Sheet, the Company has not cancelled or agreed to cancel, in whole or in part, any of the Payables. In the event that the Company pays any Payable after the date of the Most Recent Balance Sheet but prior to the Effective Date, then Buyer will reimburse the Acquired Companies and their Subsidiaries have paid their accounts payable Members after the Effective Date, upon presentation in writing of proof of such payment of any Payable. Any payables of the ordinary course of their business and in a manner which is consistent with past practicesCompany not listed on Schedule 3.21(b) shall be deemed Closing Indebtedness.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Year-End Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent with past practice. All such Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) all accounts receivable included in the calculation of Closing Net Working Capital are good collectible in full within one hundred and collectible eighty (and subject to no setoffs or counterclaims180) at the aggregate recorded amounts thereof, net of any applicable reserves days after billing. The reserve for doubtful accounts reflected bad debts shown on the Company Year-End Balance Sheet as adjusted for operations and transactions through or, with respect to accounts receivable arising after the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Year-End Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date have been determined in accordance with past custom GAAP, consistently applied, subject to normal year-end adjustments and practice the absence of disclosures normally made in footnotes. To the Knowledge of the Acquired CompaniesCompany, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party In the event the Purchase Price is adjusted in accordance with Article 1 for accounts receivable not collected within 180 days after billing, and the Company subsequently collects the account receivable(s), Buyer shall pay such collected amount(s) to Member by wire transfer of immediately available funds no later than ten (10) Business Days after such payment(s) were received. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Year-End Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet DateThe Company has not written off, the Acquired Companies and their Subsidiaries have paid their nor reversed, any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practicesprior practice. The accrued expenses reflected on the Year-End Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent Business; (b) constitute only valid, undisputed claims of the applicable Group Company not, subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with past practice. All such respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at arising after the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of any notes or the applicable Group Company, are collectible in full within ninety (90) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable of any arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the applicable Group Company Balance Sheet as adjusted for operations and transactions through the Closing Date have been determined in accordance with past custom GAAP, consistently applied, subject to normal adjustments and practice the absence of disclosures normally made in footnotes. To the Knowledge of the Acquired CompaniesCompany, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and, except as set forth on Section 5.13(a) of the Disclosure Schedule and/or to the extent a Permitted Encumbrance, no account receivable is pledged to any third party. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their No Group Company has written-off or reversed any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practices.prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with past practice. All such respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at arising after the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of any notes or the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable of any arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the applicable Group Company Balance Sheet as adjusted for operations and transactions through the Closing Date have been determined in accordance with past custom GAAP, consistently applied, subject to normal year-end adjustments and practice the absence of disclosures normally made in footnotes. To the Knowledge of the Acquired CompaniesCompany, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their No Group Company has written-off or reversed any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practicesprior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with past practice. All such respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at arising after the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of any notes or the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable of any arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date have been determined in accordance with past custom GAAP, consistently applied, subject to normal year-end adjustments and practice the absence of disclosures normally made in footnotes. To the Knowledge of the Acquired CompaniesCompany, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their The Company has not written-off or reversed any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practices.prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent Business; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) other than Retainage, or subject to a reserve for bad debts shown on the Interim Balance Sheet or, with past practice. All such respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at arising after the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of any notes or the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts, if any, shown on the Interim Balance Sheet or, with respect to accounts receivable of any arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies Company have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. No account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. Notwithstanding the foregoing or any other provision of their Subsidiariesthis Agreement, except for write-offs as uncollectible of doubtful to the extent that any accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through receivable that existed prior to the Closing Date deemed to be uncollectable and therefore is deducted from the Purchase Price through the Net Adjustment Amount or any other adjustment set forth in accordance this Agreement and subsequently payment is made to the Company with past custom and practice respect to such accounts receivable, a payment in an amount equal to the amount collected on such accounts receivable shall be remitted to the Members within thirty (30) days of receipt by the Acquired CompaniesCompany. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet DateThe Company has not written-off, the Acquired Companies and their Subsidiaries have paid their nor reversed, any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practices.prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) All The Company’s accounts and notes receivable of (including the Acquired Companies Company’s accounts and their Subsidiaries, whether notes receivable reflected on the Company Balance Sheet or subsequently createdInterim Financial Statements and the accounts and notes receivable arising after the Interim Financials Date) (collectively, are valid receivables that the “Accounts Receivable”) (i) have arisen from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereofconstitute valid receivables, net of any applicable the reserves for doubtful accounts reflected shown on the Company Balance Sheet Interim Financial Statements as adjusted for operations and transactions the passage of time through the Closing Date in accordance with past custom and practice of the Acquired Companies; providedpractice, however(ii) resulted from bona fide, that nothing arm’s length sales or licenses to customers, (iii) are reasonably expected to be collectible in the foregoing shall be construed ordinary course of business, and (iv) have been valued in accordance with Italian GAAP in the Financial Statements. Except as a guarantee set forth on Schedule 3.10(a)(ii), (x) the Accounts Receivable are not in dispute, and (y) there is no contest, claim, counterclaim, right of collectability. Each set-off or valid defense (under any Contract or otherwise) relating to the amount or validity of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Lienssuch Accounts Receivable. Since the Balance Sheet Interim Financials Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, Accounts Receivable except for write-offs as uncollectible not in excess of doubtful accounts reflected on Ten Thousand Euros (€10,000) in the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesaggregate. (b) All of the accounts payable and notes payable all payables and other accruals of the Acquired Companies and their Subsidiaries, whether Company reflected on the Company Balance Sheet Interim Financial Statements or subsequently createdwhich have arisen after the Interim Financials Date and on or before the Closing Date have been accurately reflected on the books and records of the Company, are valid payables that and have arisen from bona fide fide, arm’s length transactions in the ordinary course of business consistent business. (c) A true and complete copy of the Accounts Receivable of the Company has been regularly filed with past practice. Since the Balance Sheet Datecompany registry. (d) The Company did not have, as of the Acquired Companies applicable date, any liabilities or obligations of any nature, accrued, absolute, contingent or otherwise, and their Subsidiaries have paid their accounts payable whether due or to become due which were required by the applicable Accounting Principles to be reflected in the ordinary course of their business relevant Financial Statements and in a manner Interim Financial Statements. (e) Each of the receivables of the Company which appear in the Interim Financial Statements is consistent with past practicescorrectly recorded and accounted for, reflects the sales of services (or products, as the case may be) that have genuinely taken place; it is not the cause of any dispute or set-off. (f) All appropriate provisions required to be made under the applicable Accounting Principles have been set aside and recorded in the Interim Financial Statements. Without limiting the generality of the foregoing, all sums to be paid under existing retirement schemes have been duly accounted for in the Interim Financial Statements.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether other receivables reflected on the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions arose in the ordinary course of business business, consistent with past practicepractices, represented bona fide claims for sales and other charges. All Accounts receivable and allowances for doubtful accounts set forth in the Company’s financial statements have been prepared in accordance with GAAP consistently applied. The accounts receivable and other receivables of the Company and its subsidiaries arising after the Reference Date and before the date of this Agreement arose in the Ordinary Course of Business and represented bona fide claims for sales and other charges. No material amount of the accounts receivable or other receivables of the Company or its subsidiaries are subject to any claim of offset, recoupment, setoff or counter-claim received by the Company or such a subsidiary in writing, and the Company has no Knowledge of any specific facts or circumstances (whether asserted or unasserted) that could reasonably give rise to any such claim. No material amount of accounts receivable or other receivables is contingent upon the performance by the Company or any of its subsidiaries of any obligation or Contract except as reflected in the Company’s deferred revenue on the Balance Sheet. No Person has any Encumbrance (other than Permitted Encumbrances) on any of such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts other receivable, free and clear no agreement for deduction or discount has been made with respect to any of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or such accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesother receivable. (b) All accounts payable and notes payable of the Acquired Companies Company and their Subsidiaries, whether its subsidiaries reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from arose following the Reference Date and before the date of this Agreement arose in the Ordinary Course of Business in bona fide arms’ length transactions and no such account payable or note payable is delinquent by more than 60 days in the ordinary course of business consistent with past practiceits payment. Since the Balance Sheet DateReference Date through the execution of this Agreement, the Acquired Companies Company and their Subsidiaries its subsidiaries have paid their respective accounts payable and notes payable in the ordinary course Ordinary Course of their business and in a manner which is consistent with past practicesBusiness.

Accounts Receivable; Accounts Payable. (a) All The Seller has previously supplied to the Buyer a true, correct and complete list of all of the accounts receivable of the Acquired Companies Company and their Subsidiariesthe Subsidiary, whether including an aging thereof, as of the Balance Sheet Date. All accounts receivable reflected on the Company face of the Current Balance Sheet (rather than in any notes thereto) and/or on the accounting records of the Company or subsequently createdthe Subsidiary, are valid receivables that have arisen as the case may be, as of the date hereof (collectively, the "ACCOUNTS RECEIVABLE") (i) arose from bona fide sales transactions in the ordinary course of business consistent and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with past practice. All such accounts receivable their respective terms, (ii) are good and collectible (and not subject to any valid set-off or counterclaim, (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, (v) are collectible in the ordinary course of business within no setoffs or counterclaimsmore than ninety (90) at days of the date of invoice in the aggregate recorded amounts thereof, using normal collection procedures, net of any applicable reserves the reserve for doubtful accounts reflected and returns as set forth on the Company Current Balance Sheet as adjusted for operations Sheet, which reserve is adequate and transactions through the Closing Date was calculated in accordance with past custom and practice GAAP, (vi) are not the subject of any actions or proceedings brought by or on behalf of the Acquired Companies; providedCompany or the Subsidiary or by the account debtor, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there (vii) have not been pledged as collateral by the Company or the Subsidiary or subject to any write-offs as uncollectible Liens. The Seller has no knowledge of any notes facts or accounts receivable of circumstances generally that would be reasonably likely to result in any material increase in the uncollectability of the Acquired Companies or any Accounts Receivable in excess of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected the reserves therefor set forth on the Company Current Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practiceSheet. Since the Balance Sheet Date, the Acquired Companies Seller has not accelerated, and their Subsidiaries have paid their has not permitted the Company or the Subsidiary to accelerate, the rate of collection of the Accounts Receivable. (b) The Seller has previously supplied to the Buyer a true, correct and complete list of all of the Company's and the Subsidiary's accounts payable (collectively, the "ACCOUNTS PAYABLE") as of the Balance Sheet Date, showing the name of each account creditor and the amount due to each by invoice number and date. Since the Balance Sheet Date, other than in the ordinary course of their business business, but in no event for a period in excess of 45 calendar days, and other than payments owed by the Subsidiary to financiaLinx Corporation as referred to in a manner which is consistent with past practicesSections 6.1(b)(ii)(6)(A) and 6.1(b)(ii)(6)(B), the Seller has not delayed, and has not permitted the Company or the Subsidiary to delay, the rate of payment of the Accounts Payable.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with past practice. All such respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at arising after the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of any notes or the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable of any arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the applicable Group Company Balance Sheet as adjusted for operations and transactions through the Closing Date have been determined in accordance with past custom GAAP, consistently applied, subject to normal year-end adjustments and practice the absence of disclosures normally made in footnotes. To the Knowledge of the Acquired CompaniesCompany, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their No Group Company has written-off or reversed any accounts payable in the ordinary course of their business and or liability reserves in a manner which is consistent inconsistent with past practices.prior practice. The accrued expenses reflected on the Interim Balance Sheet or accrued after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the Ordinary Course of Business

Accounts Receivable; Accounts Payable. (a) All Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or as reserved for on the Base Balance Sheet, all of the accounts receivable of the Acquired Companies Company and their Subsidiaries, whether reflected each of its Subsidiaries represented on the Company Base Balance Sheet or subsequently created, are valid receivables that have arisen represent transactions concluded for good and valuable consideration resulting from bona fide arm’s length transactions in the ordinary course of business consistent with past practicefor the sale of products or performance of services to third parties. All Except as set forth in Section 3.9(a) of the Company Disclosure Schedule or as reserved against on the Base Balance Sheet, all of such accounts receivable are good valid and collectible (and enforceable claims, are subject to no setoffs set-off or counterclaims) at the aggregate recorded amounts thereofcounterclaim, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations disputed other than normal discount and transactions through the Closing Date in accordance with past custom warranty claims and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions customary reserves required by GAAP accrued in the ordinary course of business consistent with past practice. Since the date of the Base Balance Sheet DateSheet, the Acquired Companies Company and their each of its Subsidiaries have paid their collected its accounts payable receivable in the ordinary course of their its business and in a manner which is consistent with past practicespractices and have not accelerated any such collections. (b) Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, all of the accounts payable and notes payable of the Company and each of its Subsidiaries reflected on the Base Balance Sheet arose in bona fide arm’s length transactions in the ordinary course of business and no such account payable or note payable is delinquent in its payment. Since the Base Balance Sheet, the Company and each of its Subsidiaries have paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices and have not delayed any such payments.

Accounts Receivable; Accounts Payable. (a) All of the accounts receivable of the Acquired Companies Company are valid and their Subsidiariesenforceable claims. To the Knowledge of the Company, whether reflected on (a) all of the accounts receivable of the Company Balance Sheet or subsequently created, as of the Measurement Time are valid receivables that have arisen from bona fide transactions fully collectible in the ordinary course Ordinary Course of business Business, and (b) there is no basis that would reasonably be expected to result in any such accounts receivable not being fully collected after the Closing (in each case, after deducting the reserve for doubtful accounts (including, for the avoidance of doubt, the “General Reserve” and the “Specific Reserve: Rockport”) set forth in the Estimated Closing Statement, which reserve is in accordance with GAAP). Since the date of the Reference Balance Sheet, the Company has collected its accounts receivable in the Ordinary Course of Business and in a manner which is consistent with past practicepractices and has not accelerated any such collections. All such The Company does not have any accounts receivable are good and collectible (and or loans receivable from any person who is an Insider. None of the accounts receivable of the Company is subject to no setoffs any claim of offset, credit, recoupment, set-off or counterclaims) at counter-claim and, to the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice knowledge of the Acquired Companies; providedCompany, however, there are no facts or circumstances (whether asserted or unasserted) that nothing in the foregoing shall be construed as a guarantee of collectabilitycould give rise to any such claim. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective No Person has any Lien on any accounts receivable, free and clear of all Liens, except no agreement for Permitted Liens. Since the Balance Sheet Date, there have not deduction or discount has been made with respect to any write-offs as uncollectible of any notes or such accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesreceivable. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from arose in bona fide arm’s length transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness and no such account payable or note payable is delinquent in its payment. Since the date of the Reference Balance Sheet DateSheet, the Acquired Companies and their Subsidiaries have Company has paid their its accounts payable in the ordinary course Ordinary Course of their business Business and in a manner which has not delayed or postponed the payment of its accounts payable. The Company has no account payable to any person who is consistent with past practicesan Insider.

Accounts Receivable; Accounts Payable. (a) All accounts receivable Set forth on Schedule 4.09 of such Contributor’s Disclosure Schedules is a true, correct and complete report of the Acquired Aged Receivables of the Companies and their Subsidiaries, whether reflected on as of the Company Balance Sheet or subsequently created, are valid receivables that have arisen from bona fide transactions date hereof. Each of the Receivables arose in the ordinary course of business consistent of the Companies, is reflected in accordance with past practiceGAAP on the accounting records of the Companies, is current (other than the Aged Receivables) and represents the genuine, bona fide, valid and legally enforceable obligation of the account debtor (subject only to the Enforceability Exceptions) and no Action or right of set-off has been agreed to or, to the Knowledge of such Contributor, asserted by an obligor relating to the amount or validity of any such Receivable (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract). All such accounts receivable are good and collectible (and The reserves for bad debts shown on the Financial Statements or, with respect to Receivables arising after the Balance Sheet Date, on the accounting records of the Companies have been determined in accordance with GAAP, subject to no setoffs or counterclaims) at normal year-end adjustments, and the aggregate recorded amounts thereof, net Companies have not written off any Receivables as uncollectible in excess of any applicable such reserves for doubtful accounts uncollected Receivables reflected on the Company Balance Sheet as adjusted for operations and transactions through Financial Statements or on the Closing Date in accordance with past custom and practice accounting records of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired The Companies and their Subsidiaries have good and marketable valid title to their respective accounts receivable, the Receivables (other than the Aged Receivables) free and clear of all LiensEncumbrances except Permitted Encumbrances. No agreement for deduction, except for Permitted Liensfree services or goods, discounts or other deferred price or quantity adjustment has been made with respect to the Receivables. Since the Balance Sheet Date, there no goods or services, the sale or provision of which gave rise to any Receivables, have not been returned to any write-offs as uncollectible of Company or rejected by any notes account debtor or accounts receivable of any of the Acquired Companies lost or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practicedamaged prior to receipt thereby. Since the Balance Sheet Date, each of the Acquired Companies and their Subsidiaries have paid their has collected the accounts payable receivable of its business in the ordinary course of their business and has not accelerated or offered any discounts with respect to any such collections. (b) The accounts payable of the Companies reflected in a manner which is consistent the Financial Statements, or with past practicesrespect to accounts payable arising after the Balance Sheet Date, on the accounting records of the Companies, arose in bona fide arm’s-length transactions in the ordinary course of business. Since the Balance Sheet Date, each of the Companies has paid accounts payable of its business in the ordinary course of business and has not delayed any such payments.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable reflected on the Interim Balance Sheet, and all other accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on that have arisen from the Company Interim Balance Sheet or subsequently createdDate and prior to the Closing Date, are valid receivables that (i) have arisen from bona fide transactions entered into by the Acquired Companies involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible ; (and subject to no setoffs or counterclaimsii) at the aggregate recorded amounts thereofconstitute only valid, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each undisputed claims of the Acquired Companies and their Subsidiaries have good and marketable title not subject to their respective accounts receivable, free and clear claims of all Liens, except for Permitted Liens. Since the Balance Sheet Date, there have not been any writeset-offs as uncollectible of any notes off or accounts receivable of any of the Acquired Companies other defenses or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (iii) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. (b) Since the Balance Sheet Date, the Acquired Companies have satisfied, paid and their Subsidiaries have paid discharged all of their accounts payable and other current liabilities in a timely manner and in accordance with their respective terms of payment, except (i) for current accounts payable which are not yet delinquent and are properly accounted for in the ordinary course Financial Statements in accordance with GAAP, consistently applied and (ii) accounts payable that are the subject of their business any bona fide dispute. Any and in a manner which is consistent with past practicesall such bona fide disputes that are currently unresolved are described on Section 3.14(b) of the Disclosure Schedules.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet, and all accounts receivable arising subsequent to the Balance Sheet or subsequently createdDate, are valid receivables that have arisen from bona fide transactions in the ordinary course of business business, and, to the best knowledge of the Sellers, represent valid obligations and are enforceable, subject to applicable laws affecting creditors' rights generally. All items which are required by United Kingdom generally accepted accounting principles to be reflected as accounts receivable on the Balance Sheet and on the books of the MBL Group are so reflected and any reserve accounts relating thereto have been established in accordance therewith applied in a manner consistent with past practicepractices of the MBL Group. All such The amounts set forth on the Balance Sheet as reserves for bad debts are sufficient. Except as set forth on SCHEDULE 3.22, the accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through all accounts receivable arising subsequent to the Closing Balance Sheet Date are fully collectible in accordance with past custom and practice the ordinary course of business, except to the extent of the Acquired Companies; providedreserve for bad debts set forth on the Balance Sheet and, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title with respect to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since receivable arising after the Balance Sheet Date, there have not been any write-offs as uncollectible to the extent of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date reserve account relating thereto that has been established in accordance with United Kingdom generally accepted accounting principles applied in a manner consistent with past custom and practice practices of the Acquired CompaniesMBL Group. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries(including, whether without limitation, Taxes payable) reflected on the Company Balance Sheet, and all accounts payable (including, without limitation, Taxes payable) of any member of the MBL Group arising subsequent to the Balance Sheet or subsequently createdDate, have been and are valid payables that have arisen from bona fide transactions being paid in the ordinary course of business consistent with past practice. Since of the Balance Sheet Datemembers of the MBL Group, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.

Accounts Receivable; Accounts Payable. (a) All accounts receivable of the Acquired Companies Company and their Subsidiaries, whether its Subsidiaries that are reflected on the Financial Statements, the Interim Financial Statements or on the accounts receivable ledgers of the Company Balance Sheet and its Subsidiaries (collectively, the "ACCOUNTS RECEIVABLE") represent valid obligations arising from sales actually made or subsequently createdservices actually performed in the ordinary course of business. All of the Accounts Receivable are or will be current and to the best of the Company's knowledge collectible at the full recorded amount thereof, are valid receivables that have arisen from bona fide transactions less any applicable reserves established in accordance with GAAP in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject without resort to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Lienslitigation, except for Permitted Liens. Since such Accounts Receivable, the Balance Sheet Date, there failure of which to collect would not have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companiesa Material Adverse Effect. (b) All accounts payable and notes payable of the Acquired Companies Company and their Subsidiaries, whether its Subsidiaries that are reflected on the Financial Statements, the Interim Financial Statements or on the accounts payable ledgers of the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions and its Subsidiaries arose in the ordinary course of business business. All material items which are required by GAAP to be reflected as payables on the Financial Statements and on the Interim Financial Statements and in the books and records of the Company and its Subsidiaries are so reflected and have been recorded in accordance with GAAP in a manner consistent with past practice. Since There has been no adverse change since the Balance Sheet Date, date of the Acquired Companies and their Subsidiaries have paid their Interim Financial Statements in the amount or delinquency of accounts payable of the Company and its Subsidiaries (either individually or in the ordinary course of their business and in aggregate) which would have a manner which is consistent with past practicesMaterial Adverse Effect.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether as are reflected on the Company Balance Sheet or subsequently createdSuccess Financial Statements and the books and records of the Transferred Companies fairly reflect the amount of the Transferred Companies’ accounts receivable, are valid receivables net of allowances for uncollectible and doubtful amounts and net of contractual allowances related to Third-Party Payor arrangements, all present fairly in conformity in all material respects with the past practices employed by the Transferred Companies in the Ordinary Course of Business, provided that have arisen from no representation is made as to any amounts that any such Third-Party Payor will pay for services not provided pursuant to a contract between such Third-Party Payor and a Transferred Company. All of the accounts receivable fairly reflected on the Success Financial Statements and arising since the date of the most recent Success Financial Statements arise out of bona fide sales and deliveries of goods, performance of services or other business transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness and are not subject to defenses, deductions, set offs or counterclaims, other than in the Ordinary Course of Business. All such The Transferred Companies maintain their accounting records in sufficient detail to substantiate the accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations Success Financial Statements and transactions through the Closing Date in accordance with past custom books and practice records of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Transferred Companies and their Subsidiaries have good given the Purchaser full and marketable title complete access to their respective accounts receivable, free and clear of all Liens, except for Permitted Liensthose records. Since the Balance Sheet Date, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Latest Success Balance Sheet Date, the Acquired Transferred Companies and their Subsidiaries have paid their not changed in any material respect any principle or practice with respect to the recordation of accounts receivable or the calculation of reserves therefor, or any collection, discount or write-off policy or procedure. The accounts payable of the Transferred Companies reflected on the schedules or billing reports or in the ordinary course Success Financial Statements and such additional accounts payable as are fairly reflected on the books of their business and in the Transferred Companies on the Closing Date represent all accounts payable of the Transferred Companies. The Cash of the Transferred Companies shall not be less than Zero Dollars ($0.00) on the Closing Date. Except as set forth on Section 3.12 of the Seller Disclosure Letter, none of the Medical Practices owes, or is owed, any amount, whether pursuant to a manner which is consistent with past practicesPrior Management Services Agreement or otherwise, to or from any of the Transferred Companies.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid receivables that and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the applicable Group Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent Business; (b) constitute only valid, undisputed claims of the applicable Group Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the Ordinary Course of Business; and (c) subject to a reserve for bad debts shown on the Interim Balance Sheet or, with past practice. All such respect to accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at arising after the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liens, except for Permitted Liens. Since the Interim Balance Sheet Date, there have not been any write-offs as uncollectible on the accounting records of any notes or the applicable Group Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to accounts receivable of any arising after the Interim Balance Sheet Date, on the accounting records of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the applicable Group Company Balance Sheet as adjusted for operations and transactions through the Closing Date have been determined in accordance with past custom GAAP, consistently applied, subject to normal year-end adjustments and practice the absence of disclosures normally made in footnotes. To the Knowledge of the Acquired CompaniesCompany, no account debtor has refused or threatened to refuse to pay its obligations for any reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to any third party. (b) All The accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Interim Balance Sheet or subsequently created, are valid payables that and arising after the date thereof have arisen from bona fide transactions entered into by the applicable Group Company in the ordinary course Ordinary Course of business consistent with past practiceBusiness. Since No Group Company has written-off or reversed any accounts payable or liability reserves outside of the Ordinary Course of Business. The accrued expenses reflected on the Interim Balance Sheet Date, or accrued after the Acquired Companies and their Subsidiaries date thereof have paid their accounts payable arisen from bona fide transactions entered into by the applicable Group Company in the ordinary course Ordinary Course of their business and in a manner which is consistent with past practices.Business

Accounts Receivable; Accounts Payable. (a) All SCHEDULE 2.7 sets forth the accounts receivable of Holdings and each of the Acquired Companies Subsidiaries as of the Balance Sheet Date and their Subsidiariesthrough the Closing Date, whether including any such amounts which are not reflected in the Interim Balance Sheet. Receivables from and advances to employees, the Owners and any entities or persons related to or affiliated with the Owners are separately identified in SCHEDULE 2.7. Except as set forth in SCHEDULE 2.7, (i) Holdings and the Subsidiaries have good right, title and interest in and to all trade accounts receivable and notes receivable reflected in the Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (except for those paid since the date of the Interim Balance Sheet) (the "Account Receivables"); (ii) none of such Account Receivables is subject to any Lien, other than Permitted Liens; (iii) all of the Account Receivables owing to Holdings and the Subsidiaries constitute valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no known claims, refusals to pay or other rights of set-off against any thereof; (iv) no account or note debtor is delinquent in payment by more than 60 days; (v) the aging schedule of the Account Receivables attached to SCHEDULE 2.7 is complete and accurate; and (vi) the reserve established by Holdings on the Company Interim Balance Sheet or subsequently created, are valid receivables that have arisen is adequate to cover any doubtful accounts. (b) The Disclosure Schedule contains a listing of all trade accounts payable and notes payable of Holdings and the Subsidiaries reflected in the Interim Balance Sheet and those acquired and generated since the date of the Interim Balance Sheet (except for those paid since the date of the Interim Balance Sheet) (the "Account Payables"). All such Accounts Payables arose from bona fide transactions in the ordinary course of business consistent with past practice. All such accounts receivable are good and collectible (and subject to no setoffs or counterclaims) at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date in accordance with past custom and practice of the Acquired Companies; provided, however, that nothing in the foregoing shall be construed as a guarantee of collectability. Each of the Acquired Companies and their Subsidiaries have good and marketable title to their respective accounts receivable, free and clear of all Liensand, except for Permitted Liens. Since the Balance Sheet Dateas set forth in SCHEDULE 2.7, there have not been any write-offs as uncollectible of any notes or accounts receivable of any of the Acquired Companies or any of their Subsidiaries, except for write-offs as uncollectible of doubtful accounts reflected on the Company Balance Sheet as adjusted for operations and transactions through the Closing Date no such Account Payable is delinquent by more than 30 days in accordance with past custom and practice of the Acquired Companiesits payment. (b) All accounts payable and notes payable of the Acquired Companies and their Subsidiaries, whether reflected on the Company Balance Sheet or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, the Acquired Companies and their Subsidiaries have paid their accounts payable in the ordinary course of their business and in a manner which is consistent with past practices.