Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of any applicable reserves) reflected on the Latest Balance Sheet (a) have arisen from bona fide transactions entered into by an Acquired Company 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 an Acquired Company not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Latest Balance Sheet, on the accounting records of the 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. (b) All accounts payable of the Acquired Companies set forth on the Latest Balance Sheet arose in bona fide arm’s length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is delinquent more than thirty (30) days in its payment, except as set forth on Schedule 3.21(b) of the Disclosure Schedule.

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of any applicable reserves) reflected on in the Latest Balance Sheet and the accounts receivable arising after the date thereof reflected in the accounting records of the Group Companies (ai) have arisen from bona fide transactions entered into by an Acquired Company the Group Companies involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice practice, and (bii) constitute only valid, undisputed valid claims of an Acquired Company the Group Companies not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practicecounterclaims. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Latest Balance Sheet, on the accounting records of the Company Group 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) All accounts payable of the Acquired Group Companies are, in all material respects, reflected in the books and records of the Group Companies. Except as set forth on the Latest Balance Sheet arose Schedule 3.19, there are no accounts payable (i) for purchases in bona fide arm’s length transactions excess of usual requirements, (ii) that did not arise in the ordinary course of business business, or (iii) that are materially past due. All accounts payable are recorded in accordance with GAAP and no account payable set forth on included in the Latest Balance Sheet is delinquent more than thirty (30) days in its payment, except as set forth on Schedule 3.21(b) of the Disclosure ScheduleFinancial Statements.

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of any applicable reserves) Accounts Receivable reflected on the Latest Balance Sheet and the Accounts Receivable arising after the date thereof (ai) have arisen from bona fide transactions entered into by an Acquired Company Seller involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice and practice; (bii) constitute only valid, undisputed claims of an Acquired Company Seller not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (iii) subject to the reserve for bad debts shown on the Balance Sheet or, with respect to Accounts Receivable arising after the Balance Sheet Date, on the accounting records of the Business, are collectible in full within thirty (30) days after billing. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable Accounts Receivable arising after the date of the Latest Balance SheetSheet Date, on the accounting records of the Company Business, 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) All accounts payable of the Acquired Companies set forth on the Latest Balance Sheet Seller arose in bona fide arm’s arms’ length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is delinquent by more than thirty sixty (3060) days in its payment. Since the date of the Balance Sheet, the Seller has paid its accounts payable in the ordinary course and in a manner which is consistent with its past practices. As of the date hereof, the Seller has no account payable to any Person (other than accounts payable in the ordinary course of business which are not material in the aggregate) which is an Affiliate of the Seller or any of its directors, officers, employees or stockholders, except as set forth on Schedule 3.21(b) in Section 4.13 of the Disclosure Schedule.

Accounts Receivable; Accounts Payable. (a) The accounts and notes receivable (net of any applicable reserves) reflected on the Latest Balance Sheet Sheet: (ai) are collectible in the Ordinary Course of Business (net of contractual allowances and bad debt reserves established in accordance with prior practice), (ii) represent legal, valid and binding obligations for services actually performed by the Company, enforceable in accordance with their terms, (iii) are not the subject of any Action and (iv) have arisen only from bona fide sales transactions entered into by an Acquired Company involving the sale of goods or the rendering of services in the Ordinary Course of Business and are payable on ordinary course of business consistent with past practice and (b) constitute only valid, undisputed claims of an Acquired Company not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practicetrade terms. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Latest Balance Sheet, on the accounting records of the Company have has been determined in accordance with GAAP. No Person has any Lien on such accounts receivable or any part thereof, consistently appliedand no agreement for deduction, subject free goods, discount or other deferred price or quantity adjustment has been made with respect to normal year-end adjustments and the absence of disclosures normally made in footnotesany such accounts receivables. (b) All The accounts and notes payable of the Acquired Companies set forth on the Latest Balance Sheet arose Company (i) are in bona fide arm’s length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is delinquent each case not overdue nor have been outstanding for more than thirty forty-five (3045) days in its paymentdays, except as set forth on Schedule 3.21(b3.23(b) in the case of accounts and notes payable which, by their terms may have been outstanding for up to sixty (60) days, (ii) represent obligations of the Disclosure ScheduleCompany for products or services actually received, (iii) are not the subject of any Action (whether pending or threatened) and (iv) have arisen only from bona fide purchases in the Ordinary Course of Business and are payable on ordinary trade terms. Schedule 3.23(b) sets forth a description of any security arrangements and collateral securing the repayment or other satisfaction of payables of the Company.

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of any applicable reserves) reflected on the Latest Balance Sheet (a) have arisen from bona fide transactions entered into by an Acquired Company 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 an Acquired Company not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice. The reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date of the Latest Balance Sheet, on the accounting records of the 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. (b) All accounts payable of the Acquired Companies set forth on the Latest Balance Sheet arose in bona fide arm’s length transactions in the ordinary course of business and no account payable set forth on the Latest Balance Sheet is delinquent more than thirty (30) days in its payment, except as set forth on Schedule 3.21(b3.22(b) of the Disclosure Schedule.

Accounts Receivable; Accounts Payable. (a) The accounts receivable (net of any applicable reserves) reflected on the Latest Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by an Acquired the Company involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent with past practice and Business; (b) constitute only valid, undisputed claims of an Acquired the Company not subject to any written claims of set-off or other written defenses or written counterclaims other than normal cash discounts accrued in the ordinary course Ordinary Course of business consistent with past practice. The Business, and (c) subject to a reserve for bad debts shown on the Latest Balance Sheet or, with respect to accounts receivable arising after the date Balance Sheet Date, on the accounting records of the Latest Company, are collectible in full within 90 days after billing. The reserve for bad debts shown on the Balance SheetSheet or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the 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. (b) All accounts payable of and notes payable by the Acquired Companies set forth on Company to third parties reflected in the Latest Balance Sheet and arising subsequent to the Balance Sheet Date arose in bona fide arm’s length transactions in the ordinary course Ordinary Course of business Business and with Persons who are not Affiliates of the Company and no such account payable set forth on the Latest Balance Sheet or note payable is delinquent more than thirty (30) days in its payment, except as set forth on Schedule 3.21(b) of the Disclosure Schedulepast due.