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 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 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 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 againstagainst the Accounts Receivable and as set forth on the Disclosure Schedule, 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 the Seller 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 CompanySeller's payment policies and procedures or are being contested by the applicable Company Seller in good faith. The listing of accounts payable attached to the Disclosure Schedule provided by Seller 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 of the Seller, or 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 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 Seller relating to the Business and 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 CompanySeller's payment policies and procedures or are being contested by the applicable Company Seller in good faith. The listing of accounts payable attached to the Disclosure Schedule is true and correct as of the date of preparation preparation, and no material change has occurred since that date, except in the ordinary course of business.