Common use of Accounts Receivable; Accounts Payable Clause in Contracts

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to the Business, including all accounts receivable included in the Assets (i) have arisen from bona fide transactions in the ordinary course of the Business consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents b▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses of the Business have arisen only from bona fide transactions in the ordinary course of the Business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as of the date hereof.

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to of the Business, including all accounts receivable included in the Assets Acquired Assets, (i) have arisen from bona fide transactions in the ordinary course of the Business business consistent with past practice, (ii) represent valid and enforceable obligations, (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and are without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements)counterclaim, and (iv) are owned by the Company Seller free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents b▇▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services other than in the ordinary course of business consistent with past practice and in a manner consistent with the applicable provisions of GAAPservices. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, or threatened to refuse to pay its obligations for any reason and, to the knowledge of the CompanySeller’s Knowledge, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Section 3.21(a) of the Disclosure Schedule 7.18(a) sets forth a complete and accurate accounts receivable aging report dated within five (5) days as of the date hereof. (b) All accounts payable and accrued expenses of the Business Seller have arisen only from bona fide transactions in the ordinary course of the Business business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on payment. Section 3.21(b) of the Disclosure Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as of the date hereof.

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to Accounts Receivable of the Business, including all accounts receivable included in Seller as of the Assets Closing Date (i) have arisen from bona fide transactions in the ordinary course of the Business business consistent with past practice, (ii) represent valid and enforceable obligations, and (iii) is presently expected to be fully collected in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company Seller free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents b▇▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services other than in services. To the ordinary course Knowledge of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There Seller, there is no obligor of any such account receivable Account Receivable that has refused or, to the knowledge of the Company, or threatened to refuse to pay its obligations for any reason and, to the knowledge Knowledge of the CompanySeller, no such obligor has been declared bankrupt by a Court court of competent jurisdiction or that is subject to any bankruptcy proceeding. Attached hereto as Schedule 7.18(a4.30(a) sets forth is a complete and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable and accrued expenses of the Business Seller have arisen only from bona fide transactions transaction in the ordinary course of the Business business consistent with past practice, and no such account payable or accrued expense is, or as of the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b)payment. Schedule 7.18(b4.30(b) is a complete and accurate accounts payable aging report as of the date hereof.

Accounts Receivable; Accounts Payable. (a) All accounts receivable relating to Except as set forth on Schedule 3.16, all of the Businessbilled and unbilled Accounts Receivable, including all those reflected on the Telefonix Balance Sheet and the PDT Balance Sheet, (net of any allowances for doubtful accounts receivable included in the Assets (iand/or reserves as reflected thereon) have arisen arose from bona fide transactions in the ordinary course and represent valid obligations of the Business consistent with past practice, (ii) represent valid obligor thereto. All billed Accounts Receivable will be good and enforceable obligations, (iii) is presently expected to be fully collected collectible in the aggregate face amounts thereof when due without resort to litigation and without offset or counterclaim (subject to any reserve for bad debts reflected in the Financial Statements), and (iv) are owned by the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents b▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services other than full in the ordinary course of business consistent with past practice and in a manner consistent with any event not later than one hundred twenty (120) days after the applicable provisions of GAAP. There is no obligor of any such account receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceeding. Schedule 7.18(a) sets forth a complete Closing Date and accurate accounts receivable aging report as of the date hereof. (b) All accounts payable all unbilled Accounts Receivable will be good and accrued expenses of the Business have arisen only from bona fide transactions collectible in full in the ordinary course of business and in any event not later than one (1) year after the Business consistent with past practiceClosing Date. To the knowledge of the Sellers, and no none of such account payable or accrued expense Accounts Receivable is, or as of at the Closing Date will be, delinquent in its payment by more than 45 days, except subject to any counterclaim or claim for set-off. Except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as 3.16, no agreement for deduction or discount has been made with respect to any of the date hereofAccounts Receivable other than trade discounts provided in the Ordinary Course of Business. (b) The Accounts Payable and Accrued Liabilities, including those reflected on the Telefonix Balance Sheet and the PDT Balance Sheet, have arisen in bona fide transactions in the Ordinary Course of Business. None of the Accounts Payable or Accrued Liabilities, including those reflected on the Telefonix Balance Sheet or the PDT Balance Sheet, represent amounts alleged to be owed by a Subject Company which such Subject Company has disputed or refused to pay.

Accounts Receivable; Accounts Payable. (a) All The accounts receivable relating to the Business, including all accounts receivable included reflected in the Assets Most Recent Balance Sheet are (i) have arisen valid receivables arising from bona fide transactions in the ordinary course Ordinary Course of the Business consistent with past practiceBusiness, (ii) represent valid carried at values determined in accordance with GAAP and enforceable obligations, (iii) is presently expected collectible except to be fully collected the extent of reserves therefor set forth in the aggregate face amounts thereof when due without resort Most Recent Balance Sheet or, for receivables arising subsequent to litigation and without offset or counterclaim (subject to any reserve for bad debts the date of the Most Recent Balance Sheet, as reflected in the Financial Statementsbooks and records of the Company. Except as set forth in Schedule 3.26(a), and (ivx) all accounts receivable are owned by owed to the Company free and clear of all Liens. No discount or allowance from any such receivable has been made or agreed to and none represents b▇▇▇▇▇▇▇ prior to actual sale of goods or provision of services Encumbrances (other than in the ordinary course Permitted Encumbrances), (y) none of business consistent with past practice and in a manner consistent with the applicable provisions of GAAP. There is no obligor of any such account accounts receivable that has refused or, to the knowledge of the Company, threatened to refuse to pay its obligations for any reason and, to the knowledge of the Company, no such obligor has been declared bankrupt by a Court of competent jurisdiction or is subject to any bankruptcy proceedingcontractual offset rights or claims of offsets, and (z) none of the obligors of such accounts receivable has given written notice that it has refused to pay the full amount or any portion thereof, except, in the case of clauses (y) and (z), in the Ordinary Course of Business and which are taken into account with respect to the reserves set forth in Most Recent Balance Sheet. Schedule 7.18(a3.26(a) sets forth contains a complete and accurate list of all accounts receivable aging report as of the date hereofMost Recent Balance Sheet, and sets forth the aging of such accounts receivable. (b) All Schedule 3.26(b) sets forth an itemized list of accounts payable and accrued expenses of the Business have arisen only Company and each Subsidiary of the Company (collectively, the “Accounts Payable”) as of the Most Recent Balance Sheet, and such list sets forth the aging of such Accounts Payable. The Accounts Payable are (i) valid payables arising from bona fide transactions in the ordinary course Ordinary Course of the Business consistent and (ii) carried at values determined in accordance with past practiceGAAP. There is no contest, and no such account payable or accrued expense isclaim, or as right of set-off under any contract with any Person owed Accounts Payable relating to the Closing Date will be, delinquent in its payment by more than 45 days, except as otherwise set forth on Schedule 7.18(b). Schedule 7.18(b) is a complete and accurate accounts payable aging report as amount or validity of the date hereofsuch Accounts Payable.