Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge Each of the Seller, threatened. The listing of currently outstanding Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, Receivables arose from bona fide transactions in the ordinary course of businessbusiness of the Company and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, and all such accounts payable either have been paidset-off, are not yet due and payable under defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached Contract) has been asserted or, to the Disclosure Schedule Knowledge of Sellers, is true and correct as threatened by any of the account debtors of such Accounts Receivables. Any reserve for bad debts shown on the Company Financial Statements or, with respect to Accounts Receivable arising after the date of preparation the Latest Company Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP consistently applied. The Company has good and valid title to the Accounts Receivables free and clear of all Encumbrances, except for Permitted Encumbrances, and no material change written agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has occurred since that datebeen made with respect to such Accounts Receivables. No goods or services, the sale or provision of which gave rise to any such Accounts Receivables, have been returned to the Company by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. The Company has not written off any of such Account Receivables as uncollectible, except for normal cash discounts accrued in the ordinary course of business. (b) All accounts payable of the Company (i) reflected in the Company Financial Statements have been paid and are the result of bona fide transactions in the ordinary course of business of the Company and (ii) arising after March 31, 2024 are the result of bona fide transactions in the ordinary course of business of the Company.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable accounts receivable of the Company reflected on the balance sheets included in the Financial InformationStatements, and all accounts receivable arising subsequent to be in existence on the Closing date of the Latest Balance Sheet Date, represent sales actually made or leases entered into services actually performed in the ordinary course of business or legal, valid and binding claims against the respective debtors as to which substantial full performance has been rendered. Except as set forth Unless paid or written off in the Disclosure Schedule ordinary course of business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Closing Date collectible consistent with the Company's past collection practice net or respective reserves against such accounts receivable for returns, allowances, charge backs and bad debts, which such reserves are commercially reasonable and have been determined in accordance with GAAP. Except to the extent reserved againstagainst any accounts receivable or as reflected by prepayments or unused credits, no material counterclaims or offsetting claims with respect to the Accounts Receivable such accounts receivable are pending or, to the knowledge of the SellerCompany, threatened. The listing Schedule 5.23 of Accounts Receivable attached to the Disclosure Schedule is true Statement sets forth a description of any security arrangements and correct (including collateral securing the aging thereon) as repayment or other satisfaction of accounts receivable of the date Company. Except as disclosed on Schedule 5.23 of preparation the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and no material change has occurred since enforceable, and to give and maintain for the date of preparationCompany, except as the case may be, a perfected security interest in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityrelated collateral, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoicehave been taken. (b) The accounts payable of each the Company reflected on the balance sheets included in the Financial Information Statements, and all accounts payable arising subsequent to be in existence on the Closing Date aroseLatest Balance Sheet Date, arose or will arise, arise from bona fide transactions in the ordinary course of business, and all such accounts payable either . The accrued liabilities of the Company have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except incurred in the ordinary course of businessbusiness consistent with past practice.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable Except as disclosed on Schedule 5.10(a), each of the Receivables arose in the Ordinary Course of Business of the Company, is reflected in accordance with GAAP on the Books and Records, is current and collectible and represents the genuine, bona fide, valid and legally enforceable obligation of the account debtor (subject only to Creditors’ Rights) and no contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Contract) has been asserted or, to the Knowledge of Seller, is threatened by any of the account debtors of such Receivables. Any reserve for bad debts shown on the Financial Statements or, with respect to accounts receivable arising after the date of the Interim Balance Sheet, on the accounting records of the Company have been determined in accordance with GAAP. The Company has good and valid title to the Receivables free and clear of all Liens except Permitted Liens and no agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments will have been made with respect to such Receivables. No goods or services, the sale or provision of which gave rise to any Receivables, have been returned or rejected to the Company by any account debtor or lost or damaged prior to receipt thereby. The Company has not written off any Receivables as uncollectible in excess of the reserves for uncollected Receivables reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoiceStatements. (b) The All accounts payable of each the Company (i) reflected on in the Financial Information Statements have been paid and to be in existence on are the Closing Date arose, or will arise, from result of bona fide transactions in the ordinary course Ordinary Course of business, Business of the Company and all such accounts payable either have been paid, (ii) arising after the date of the Financial Statements are the result of bona fide transactions in the Ordinary Course of Business of the Company and are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of businesspayable.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable accounts receivable of the Company and any Subsidiary thereof reflected on the balance sheet included in the 2003 Audited Financial InformationStatements, and all accounts receivable arising subsequent to be in existence on the Closing Datedate thereof, represent sales actually made or leases entered into services actually performed in the ordinary course of business or legal, valid and binding claims against the respective debtors as to which substantial full performance has been rendered. Except as set forth Unless paid or written off in the Disclosure Schedule or ordinary course of business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Closing Date collectible net of respective reserves against such accounts receivable for returns, allowances, chargebacks and bad debts, which such reserves are commercially reasonable and have been determined in accordance with GAAP. Except to the extent reserved againstagainst any accounts receivable or as reflected by prepayments or unused credits, no material counterclaims or offsetting claims with respect to the Accounts Receivable such accounts receivable are pending or, to the knowledge of the SellerEarnshaw, threatened. The listing Schedule 5.24 of Accounts Receivable attached to the Disclosure Schedule is true Statement sets forth a description of any security arrangements and correct (including collateral securing the aging thereon) as repayment or other satisfaction of accounts receivable of the date Company and its Subsidiaries. Except as disclosed on Schedule 5.24 of preparation the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and no material change has occurred since enforceable, and to give and maintain for the date of preparationCompany or a Subsidiary thereof, except as the case may be, a perfected security interest in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityrelated collateral, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoicehave been taken. (b) The accounts payable of each the Company and any Subsidiary thereof reflected on the balance sheet included in the 2003 Audited Financial Information Statements, and all accounts payable arising subsequent to be in existence on the Closing Date arosedate thereof, arose or will arise, arise from bona fide transactions in the ordinary course of business, . The accrued liabilities of the Company and all such accounts payable either any and Subsidiary thereof have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except incurred in the ordinary course of businessbusiness consistent with past practice.

Accounts Receivable and Accounts Payable. (a) All The Accounts Receivable reflected on the Financial Information, Interim Balance Sheet and to be in existence the Accounts Receivable arising after the date thereof and on or before the Closing Date, represent sales actually made or leases (a) have arisen from bona fide transactions entered into by Target involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of Target not subject to Encumbrances or valid claims as to which substantial performance has been rendered. Except as set forth in of set-off or other defenses or counterclaims; and (c) subject a reserve for bad debts shown on the Disclosure Schedule or to the extent reserved againstInterim Balance Sheet or, no material counterclaims or offsetting claims with respect to the Accounts Receivable arising after the Interim Balance Sheet Date, subject to a reserve for bad debts shown on the accounting records of Target delivered to Purchaser prior to the Closing, are pending collectible in full, without any set-off, within 120 days after the later of the billing date or the date the services were provided. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the knowledge Interim Balance Sheet Date, on the accounting records of Target have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Section 4.12(a) of the Seller, threatened. The listing Disclosure Schedules sets forth a complete and accurate list of all Accounts Receivable attached to as of the Disclosure Schedule is true and correct (Interim Balance Sheet Date, including the aging thereon) as of the date each Account Receivable. No account debtor with respect to any of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as is a Governmental Authority (including any Federal healthcare program). The Target has not received notice of the Closing Datebankruptcy or insolvency of the account debtor of any Accounts Receivable. For purposes None of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless Accounts Receivable is evidenced by a bona fide dispute exists with respect to such invoicejudgment or chattel paper. (b) The All accounts payable of each Company reflected on the Financial Information Interim Balance Sheet or arising thereafter and to be in existence on or before the Closing Date arose, or will arise, from are the result of bona fide transactions in the ordinary course of business, business and all such accounts payable either have been paid, are not yet due and or payable under the applicable Company's payment policies and procedures or are being contested otherwise subject to good faith dispute by the applicable Company in good faith. The listing Target and described on Section 4.12(b) of accounts payable attached to the Disclosure Schedule is true and correct as Schedules. Since the Balance Sheet Date, neither Target has altered in any material respects their practices for the payment of the date of preparation and no material change has occurred since that date, except in the ordinary course of businesssuch accounts payable.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable reflected accounts receivable of the Company and its Subsidiaries shown on the Unaudited Financial InformationStatements represent, and the accounts receivable of the Company and its Subsidiaries outstanding on the Closing Date will represent, valid receivables in respect of sales actually made or services actually performed in bona fide transactions. The reserves for accounts receivable set forth in the Unaudited Financial Statements have been calculated in accordance with GAAP, subject to be normal and recurring year-end immaterial adjustments and the absence of notes, and were determined on a basis consistent with the Company’s and its Subsidiaries’ historical methods and past practices in existence on establishing such reserves. Unless paid prior to the Closing, as of the Closing Date, represent sales actually made all accounts receivable will be current and collectible net of the respective reserves shown on the Unaudited Financial Statements. Subject to such reserves, each account receivable either has been or leases entered into will be collected in full, without any set-off, within ninety (90) days after the day on which it first becomes due and payable. There is no contest, claim or right of set-off, other than returns in the ordinary course of business consistent with past practice, under any Contract with any obligor of any accounts receivable related to the amount or valid claims as to which substantial performance has validity of such accounts receivable, and no bankruptcy, insolvency or similar proceedings have been renderedcommenced by or against any such obligor. Except as set forth in on Section 2.20 of the Disclosure Schedule or Schedule, all accounts payable by the Company and its Subsidiaries to third parties reflected on the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible Unaudited Financial Statements have arisen in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to consistent with past practice and no such account debtor, unless a bona fide dispute exists with respect to such invoicepayable in excess of $50,000 is delinquent by its terms by more than ninety (90) days in its payment. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable accounts receivable of the Company reflected on the balance sheets included in the Financial InformationStatements, and all accounts receivable arising subsequent to be in existence on the Closing date of the Latest Balance Sheet Date, represent sales actually made or leases entered into made, services actually performed in the ordinary course Ordinary Course of business Business, or to the Knowledge of the Company legal, valid and binding claims against the respective debtors as to which substantial full performance has been renderedrendered or ▇▇▇▇▇▇▇▇ in accord with specific contractual milestones. Unless paid or written off in the Ordinary Course of Business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Closing Date collectible consistent with the Company’s past collection practice net of respective reserves against such accounts receivable for returns, allowances, charge backs and bad debts, which such reserves are commercially reasonable and have been determined in a manner consistent with past practices. Except as set forth in the Disclosure Schedule or to the extent reserved againstagainst any accounts receivable or as reflected by prepayments or unused credits, no material counterclaims or offsetting claims with respect to the Accounts Receivable such accounts receivable are pending or, to the knowledge Knowledge of the SellerCompany, threatened. The listing Schedule 5.23 of Accounts Receivable attached to the Disclosure Schedule is true Statement sets forth a description of any security arrangements and correct (including collateral securing the aging thereon) as repayment or other satisfaction of accounts receivable of the date Company. Except as disclosed on Schedule 5.23 of preparation the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and no material change has occurred since enforceable, and to give and maintain for the date of preparationCompany, except as the case may be, a perfected security interest in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityrelated collateral, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoicehave been taken. (b) The accounts payable of each the Company reflected on the balance sheets included in the Financial Information Statements, and all accounts payable arising subsequent to be in existence on the Closing Date aroseLatest Balance Sheet Date, arose or will arise, arise from bona fide transactions in the ordinary course Ordinary Course of businessBusiness, except for those related to the transactions contemplated hereby and all such accounts payable either legal fees for other business transactions investigated or pursued by the Company. The accrued liabilities of the Company have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except incurred in the ordinary course Ordinary Course of businessBusiness consistent with past practice.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable accounts and notes receivable reflected on the Financial Information, Unaudited Balance Sheet and to be in existence on arising after the Closing Date, represent date thereof are bona fide and valid receivables arising from sales actually made or leases entered into to be made or services actually performed or to be performed and have arisen or will arise in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in consistent with past practice and (i) are current and properly reflected on the Disclosure Schedule or to the extent reserved against, Unaudited Balance Sheet and there are no material counterclaims disputes, contests, claims, counterclaims, deductions or offsetting claims setoffs with respect to such accounts or notes receivable that have not been reserved for in the Accounts Receivable are pending Unaudited Balance Sheet or, with respect to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of accounts receivable arising after the date of preparation the Unaudited Balance Sheet, on the accounting records of the AGF Entities and no material change has occurred since (ii) to the Knowledge of the Company, all such accounts and notes receivable have been, or will be, collected or are, or will be, collectible within one hundred twenty (120) days of when such accounts and notes receivable become payable in the aggregate recorded amounts thereof in accordance with their terms (subject to any applicable reserves reflected on the Unaudited Balance Sheet or, with respect to accounts receivable arising after the date of preparationthe Unaudited Balance Sheet, except in on the ordinary course accounting records of business. the AGF Entities). (b) All such Accounts Receivable are collectible accounts payable of the AGF Entities reflected on the Unaudited Balance Sheet and arising after the date thereof have arisen or will arise in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists consistent with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information past practice and to be in existence on the Closing Date arose, or will arise, from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, paid or are not yet due and payable, except for accounts payable under the applicable Company's payment policies and procedures or that are being contested by the applicable Company disputed in good faith. The listing of faith in an appropriate manner and for which there are adequate reserves on the Unaudited Balance Sheet, or, with respect to accounts payable attached to the Disclosure Schedule is true and correct as of arising after the date of preparation and no material change has occurred since that datethe Unaudited Balance Sheet, except in on the ordinary course accounting records of businessthe AGF Entities.

Accounts Receivable and Accounts Payable. (aar) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in the Disclosure Schedule or to the extent reserved against, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge Each of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest currently outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, or will arise, Receivables arose from bona fide transactions in the ordinary course Ordinary Course of businessBusiness of the Company Group and represents the valid obligation of the account debtor (subject only to Creditors’ Rights) and no material contra account, and all such accounts payable either have been paidset-off, are not yet due and payable under defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the invoice or permitted pursuant to the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached Contract) has been asserted or, to the Disclosure Schedule Knowledge of Seller, is true and correct as threatened by any of the account debtors of such Receivables. Any reserve for bad debts shown on the Financial Statements or, with respect to accounts receivable arising after the date of preparation the Interim Balance Sheet, on the accounting records of the Company Group have been determined in accordance with GAAP consistently applied. The Company Group has good and valid title to the Receivables free and clear of all Liens except Permitted Liens and no material change agreement for deduction, free services or goods, discounts or other deferred price or quantity adjustments has occurred since that datebeen made with respect to such Receivables. No goods or services, the sale or provision of which gave rise to any such Receivables, have been returned to the Company Group by any account debtor or lost or damaged prior to receipt thereby, except as would not reasonably be expected, individually or in the ordinary course aggregate, to be material to the Company Group, taken as a whole. The Company Group has not written off any of businesssuch Receivables as uncollectible, except for normal cash discounts accrued in the Ordinary Course of Business.

Accounts Receivable and Accounts Payable. Except as disclosed in Schedule 3.21, all of the Accounts Receivable of the Seller reflected on the Latest Balance Sheet and all Accounts Receivable arising subsequent to the date thereof (a) All Accounts Receivable are properly reflected on the Financial InformationSeller’s books and records in accordance with GAAP, and to (b) are bona fide receivables of the Seller incurred in the ordinary course of business, (c) will be in existence on the Closing Date, represent sales actually made or leases entered into collected in the ordinary course of business consistent with past practice, and (d) are not subject to counterclaims, deductions, free services or valid claims goods, discounts, credits, offsets or other deferred price or quantity adjustment, except as to reserved against such Accounts Receivable for returns, allowances and bad debts, which substantial performance has such reserves have been rendereddetermined in accordance with GAAP. Except as set forth disclosed in the Disclosure Schedule or to the extent reserved against3.21, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending orPerson has, to the knowledge of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date, no Person will have, any Lien on any Accounts Receivable of the Seller or any part thereof. For purposes of determining collectabilityExcept as disclosed in Schedule 3.21, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company the Seller reflected on the Financial Information Latest Balance Sheet and all accounts payable arising subsequent to be in existence on the Closing Date arosedate thereof, or will arise, arose from bona fide transactions in the ordinary course of businessthe Seller’s business consistent with past practice, and all such accounts payable either are properly reflected on the Seller’s books and records in accordance with GAAP. The accrued liabilities of the Seller have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except incurred in the ordinary course of businessbusiness consistent with past practice. The Seller has not failed to pay in the ordinary course of business or in a manner consistent with the Seller’s past practice any accounts payable or accrued liabilities.

Accounts Receivable and Accounts Payable. (a) All The Accounts Receivable reflected on the Financial Information, Interim Balance Sheet and to be in existence on the Closing Date, represent sales actually made or leases Accounts Receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by Target involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of Target not subject to Encumbrances or valid claims as of set-off or other defenses or counterclaims; and (c) subject to which substantial performance has been rendered. Except as set forth in a reserve for bad debts shown on the Disclosure Schedule or to the extent reserved againstInterim Balance Sheet or, no material counterclaims or offsetting claims with respect to the Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of Target, are pending collectible in full, without any set-off 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 knowledge Interim Balance Sheet Date, on the accounting records of Target have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Section 4.13(a) of the Seller, threatened. The listing Disclosure Schedules set forth a complete and accurate list of all Accounts Receivable attached to as of the Disclosure Schedule is true and correct (Interim Balance Sheet Date, including the aging thereon) as of the date each Account Receivable. No account debtor with respect to any of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as is a Governmental Authority (including any Federal healthcare program). No Target Party has received notice of the Closing Datebankruptcy or insolvency of the account debtor of any Accounts Receivable. For purposes None of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless Accounts Receivable is evidenced by a bona fide dispute exists with respect to such invoicejudgment or chattel paper. (b) The All accounts payable of each Company reflected on the Financial Information and to be in existence on Interim Balance Sheet or arising thereafter are the Closing Date arose, or will arise, from result of bona fide transactions in the ordinary course of business, business and all such accounts payable either have been paid, are not yet due and or payable under the applicable Company's payment policies and procedures or are being contested otherwise subject to good faith dispute by the applicable Company in good faith. The listing Target or Telemed and described on Section 4.13(b) of accounts payable attached to the Disclosure Schedule is true and correct as Schedules. Since the Balance Sheet Date, neither Target nor Telemed has not altered in any material respects their practices for the payment of the date of preparation and no material change has occurred since that date, except in the ordinary course of businesssuch accounts payable.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable reflected on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance has been rendered. Except as set forth in Section 3.8(a) of the Disclosure Schedule or to the extent reserved againstSchedules, no material counterclaims or offsetting claims with respect to the Accounts Receivable are pending or, to the knowledge all accounts receivable of the Seller, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true Company and correct its Subsidiaries (including the aging thereoni) as of the date of preparation and no material change has occurred since the date of preparation, except are reflected properly in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityFinancial Statements, cash received and (ii) represent valid arm’s length obligations arising from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The accounts payable of each Company reflected on the Financial Information and to be in existence on the Closing Date arose, sales actually made or will arise, from bona fide transactions services actually performed in the ordinary course of business, (iii) are not subject to any valid set-off or counterclaims and all such accounts payable either have been paid(iv) to the Knowledge of the Company, are fully collectible in the aggregate amount thereof. Such accounts receivable are current, not yet due subject to any valid set-off or counterclaim, and payable under fully collectible, net of the applicable Company's payment policies and procedures or are being contested by respective reserve set forth in the applicable Company in good faith. The listing corresponding line items of accounts payable attached to the Disclosure Schedule is true and correct Financial Statements as of the date dates thereof. No Person has any Encumbrance on any accounts receivable, notes receivable or other receivables of preparation the Company and its Subsidiaries and, to the Knowledge of the Company, no request or agreement for deduction or discount has been made with respect to any accounts receivable, notes receivable or other receivables of the Company and its Subsidiaries. (b) All accounts payable and notes payable of the Company and its Subsidiaries arose in bona fide arm’s length transactions in ordinary course of business and no material change has occurred since that datesuch account payable or note payable is materially delinquent in its payment. Since the Balance Sheet Date, except the Company and its Subsidiaries have paid its accounts payable in the ordinary course of businessbusiness and in a manner which is consistent with its past practices. The Company has no account payable to any Related Person, nor is any such Related Person indebted to the Company.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable accounts receivable of the Company reflected on the balance sheets included in the Financial InformationStatements, and all accounts receivable arising subsequent to be in existence on the Closing date of the Latest Balance Sheet Date, represent sales actually made or leases entered into services actually performed in the ordinary course Ordinary Course of business Business or legal, valid and binding claims against the respective debtors as to which substantial full performance has been rendered. Except as set forth Unless paid or written off in the Disclosure Schedule Ordinary Course of Business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Closing Date collectible consistent with the Company’s past collection practice net or respective reserves against such accounts receivable for returns, allowances, charge backs and bad debts, which such reserves are commercially reasonable and have been determined in accordance with GAAP. Except to the extent reserved againstagainst any accounts receivable or as reflected by prepayments or unused credits, no material counterclaims or offsetting claims with respect to the Accounts Receivable such accounts receivable are pending or, to the knowledge Knowledge of the SellerCompany, threatened. The listing Schedule 5.23 of Accounts Receivable attached to the Disclosure Schedule is true Statement sets forth a description of any security arrangements and correct (including collateral securing the aging thereon) as repayment or other satisfaction of accounts receivable of the date Company. Except as disclosed on Schedule 5.23 of preparation the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and no material change has occurred since enforceable, and to give and maintain for the date of preparationCompany, except as the case may be, a perfected security interest in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityrelated collateral, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoicehave been taken. (b) The accounts payable of each the Company reflected on the balance sheets included in the Financial Information Statements, and all accounts payable arising subsequent to be in existence on the Closing Date aroseLatest Balance Sheet Date, arose or will arise, arise from bona fide transactions in the ordinary course Ordinary Course of business, and all such accounts payable either Business. The accrued liabilities of the Company have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except incurred in the ordinary course Ordinary Course of businessBusiness consistent with past practice.

Accounts Receivable and Accounts Payable. (a) All Each of the Accounts Receivable reflected arose in the Ordinary Course of Business of Company and represents the genuine, valid and legally enforceable obligation of the account debtor (subject only to Creditors’ Rights) and no contra account, set-off, defense, counterclaim, allowance or adjustment (other than discounts for prompt payment shown on the Financial Information, and to be in existence on the Closing Date, represent sales actually made or leases entered into in the ordinary course of business or valid claims as to which substantial performance invoice) has been rendered. Except as set forth in the Disclosure Schedule or asserted or, to the extent reserved againstKnowledge of the Sellers, no material counterclaims is threatened in writing by any of the account debtors of such Accounts Receivable. To the Knowledge of the Sellers, none of the account debtors of the Accounts Receivable is involved in a bankruptcy or offsetting claims with respect insolvency proceeding or is generally unable to pay its debts as they become due. Company has good and valid title to the Accounts Receivable are pending orfree and clear of all Liens, except Permitted Liens. No goods or services, the sale or provision of which gave rise to the knowledge of the Sellerany Accounts Receivable, threatenedhave been returned or rejected by any account debtor or lost or damaged prior to receipt thereby. The Set forth on Schedule 5.12 is a listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of a date no more than seven days prior to the date of preparation and no material change has occurred since this Agreement, which listing sets forth the date number of preparation, except in the ordinary course of business. All such days each Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor has been outstanding. Since December 31, 2015, Company has not written off any Accounts Receivable as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoiceuncollectible. (b) The All accounts payable of each Company reflected on in the Company Financial Information and to be in existence on Statements or arising after the Closing Date arose, or will arise, from date thereof are the result of bona fide transactions in the ordinary course Ordinary Course of business, Business of Company and all such accounts payable either have been paid, paid or are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of businesspayable.

Accounts Receivable and Accounts Payable. (a) All The Accounts Receivable reflected on the Financial Information, Interim Balance Sheet and to be in existence the Accounts Receivable arising after the date thereof and on or before the Closing Date, represent sales actually made or leases (a) have arisen from bona fide transactions entered into by Target involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of Target not subject to Encumbrances or valid claims as of set-off or other defenses or counterclaims; and (c) subject to which substantial performance has been rendered. Except as set forth in a reserve for bad debts shown on the Disclosure Schedule or to the extent reserved againstInterim Balance Sheet or, no material counterclaims or offsetting claims with respect to the Accounts Receivable arising after the Interim Balance Sheet Date, on the accounting records of Target delivered to Purchaser prior to the Closing, are pending collectible in full, without any set-off, within seventy-five (75) days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to Accounts Receivable arising after the knowledge Interim Balance Sheet Date, on the accounting records of Target delivered to Purchaser have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes. Section 4.12(a) of the Seller, threatened. The listing Target Disclosure Schedules sets forth a complete and accurate list of all Accounts Receivable attached to the Disclosure Schedule is true and correct (as of April 30, 2015, including the aging thereon) as of the date each Account Receivable. No account debtor with respect to any of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as is a Governmental Authority (including any Federal healthcare program). Target has not received notice of the Closing Datebankruptcy or insolvency of the account debtor of any Accounts Receivable. For purposes None of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless Accounts Receivable is evidenced by a bona fide dispute exists with respect to such invoicejudgment or chattel paper. (b) The All accounts payable of each Company reflected on the Financial Information Interim Balance Sheet or arising thereafter and to be in existence on or before the Closing Date arose, or will arise, from are the result of bona fide transactions in the ordinary course of business, business and all such accounts payable either have been paid, are not yet due and or payable under the applicable Company's payment policies and procedures or are being contested otherwise subject to good faith dispute by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true Target and correct as described on Section 4.12(b) of the date Target Disclosure Schedules. Since the Balance Sheet Date, Target has not altered in any material respect its practices for the payment of preparation and no material change has occurred since that date, except in the ordinary course of businesssuch accounts payable.

Accounts Receivable and Accounts Payable. Except as otherwise reflected in the Letter Agreement: (a) All Accounts Receivable accounts receivable of each Company and any Subsidiary thereof reflected on the balance sheet included in the Interim Financial InformationStatements, and all accounts receivable arising subsequent to be in existence on the Closing Datedate thereof, represent sales actually made or leases entered into services actually performed in the ordinary course of business or valid bona fide claims against the respective debtors as to which substantial full performance has been rendered. The Companies’ respective reserves for returns, allowances, chargebacks and bad debts are commercially reasonable and have been determined in accordance with GAAP. Except as set forth in the Disclosure Schedule or to the extent reserved againstagainst any accounts receivable or as reflected by prepayments or unused credits, no material counterclaims or offsetting claims with respect to the Accounts Receivable such accounts receivable are pending or, to the knowledge of the SellerSelling Parties, threatened. The listing Schedule 5.24 sets forth a description of Accounts Receivable attached any security arrangements and collateral securing the repayment or other satisfaction of accounts receivable of each Company and its Subsidiaries. All steps necessary to render all such security arrangements legal, valid, binding and enforceable, and to give and maintain for any Company or a Subsidiary thereof, as the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparationcase may be, except a perfected security interest in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityrelated collateral, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoicehave been taken. (b) The accounts payable of each Company and any Subsidiary thereof which constitute Assumed Liabilities, including those reflected on the balance sheet included in the Interim Financial Information Statements, and all accounts payable arising subsequent to be in existence on the Closing Date arosedate thereof, arose or will arise, arise from bona fide transactions in the ordinary course of business, and all such accounts payable either have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of business.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable accounts receivable of the Company reflected on the balance sheets included in the Financial InformationStatements, and all accounts receivable arising subsequent to be in existence on the Closing date of the Latest Balance Sheet Date, represent sales actually made or leases entered into services actually performed in the ordinary course of business or legal, valid and binding claims against the respective debtors as to which substantial full performance has been rendered. Except as set forth Unless paid or written off in the Disclosure Schedule or ordinary course of business in accordance with past practice prior to the Closing Date, such accounts receivable will be as of the Closing Date collectible consistent with the Company’s past collection practices net of respective reserves against such accounts receivable for returns, allowances, charge backs and bad debts, which such reserves are commercially reasonable and have been determined in accordance with GAAP. Except to the extent reserved againstagainst any accounts receivable or as reflected by prepayments or unused credits, no material counterclaims or offsetting claims with respect to the Accounts Receivable such accounts receivable are pending or, to the knowledge of the SellerCompany, threatened. The listing Schedule 5.23 of Accounts Receivable attached to the Disclosure Schedule is true Statement sets forth a description of any security arrangements and correct (including collateral securing the aging thereon) as repayment or other satisfaction of accounts receivable of the date Company. Except as disclosed on Schedule 5.23 of preparation the Disclosure Schedule, all steps reasonably necessary to render all such security arrangements legal, valid, binding and no material change has occurred since enforceable, and to give and maintain for the date of preparation, except Company a perfected security interest in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectabilityrelated collateral, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoicehave been taken. (b) The accounts payable of each the Company reflected on the balance sheets included in the Financial Information Statements, and all accounts payable arising subsequent to be in existence on the Closing Date aroseLatest Balance Sheet Date, arose or will arise, arise from bona fide transactions in the ordinary course of business, and all such accounts payable either . The accrued liabilities of the Company have been paid, are not yet due and payable under the applicable Company's payment policies and procedures or are being contested by the applicable Company in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except incurred in the ordinary course of businessbusiness consistent with past practice.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable Schedule 2.26(a) sets forth an accurate list of the accounts and notes receivable of the Company and the Subsidiaries in excess of $1,000 outstanding as of a date that is within five (5) days prior to the date hereof, including an accurate aging of all such amounts and notes receivable due in 30-day aging categories. Receivables from and advances to employees, the Sellers and any Persons related to or Affiliated with the Sellers as of such date are separately identified on Schedule 2.26(a). The accounts and notes receivable of the Company and the Subsidiaries reflected on in the Financial InformationStatements and on Schedule 2.26(a) arose from, and to be in existence on the accounts receivable existing as of the date hereof and the Closing DateDate will have arisen from, represent sales actually made or leases entered into bona fide transactions in the ordinary course of business business. The trade and other accounts and notes receivable of the Company and the Subsidiaries which are classified as current assets on the Financial Statements or valid claims as are listed on Schedule 2.26(a) are bona fide receivables, are stated in accordance with GAAP and are reasonably expected to which substantial performance has been rendered. Except as set forth be collectible in the Disclosure Schedule or ordinary course of business, subject to any reserve for uncollectible debts reflected in the extent reserved against, no material Financial Statements. No counterclaims or offsetting claims with respect to the Accounts Receivable such accounts and notes receivables are pending or, to the knowledge of the SellerCompany, threatened. The listing of Accounts Receivable attached to the Disclosure Schedule is true and correct (including the aging thereon) as of the date of preparation and no material change has occurred since the date of preparation, except in the ordinary course of business. All such Accounts Receivable are collectible in the ordinary course of business except to the extent of reserves therefor as of the Closing Date. For purposes of determining collectability, cash received from account debtors without reference to specific invoice shall be applied to the oldest outstanding invoice to such account debtor, unless a bona fide dispute exists with respect to such invoice. (b) The Schedule 2.26(b) sets forth an accurate list of all accounts payable of each the Company and the Subsidiaries in excess of $1,000 as of a date that is within five (5) days prior to the date hereof. All accounts and notes payable reflected on in the Financial Information Statements and to be in existence on all accounts and notes payable arising thereafter and before the date hereof arose, and before the Closing Date arose, or will arisehave arisen, from bona fide transactions in the ordinary course of business, business consistent with past practice and all are stated in accordance with GAAP. All such accounts and notes payable either have been paid, paid or are not yet due and payable under the applicable Company's payment policies standard procedures of the Company and the Subsidiaries, which procedures have been furnished to the Buyer, or are being contested by the applicable Company and the Subsidiaries in good faith. The listing , details of which have been provided to the Buyer. (c) As of the Closing, there are no related party accounts and notes receivable or accounts payable attached to between any Seller or his, her or its Affiliates and the Disclosure Schedule is true and correct as of the date of preparation and no material change has occurred since that date, except in the ordinary course of businessCompany or any Subsidiary.