Common use of Accounts Receivable and Accounts Payable Clause in Contracts

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable that are reflected on the 10/31 Balance Sheet represent valid obligations arising from sales actually made or services actually performed by a Target Group Member in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target there is no reason to believe such Accounts Receivable are not collectible net of the reserve shown on the 10/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of the Disclosure Schedule sets forth a true and correct aging of the Accounts Receivable shown on the 10/31 Balance Sheet. (b) All accounts payable that are reflected on the 10/31 Balance Sheet have been incurred or have arisen only in the ordinary course. To the knowledge of Target, there is no dispute or claim with any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occur, except as may be reserved in the 10/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 Balance Sheet. (c) All unbilled fees that are reflected on the 10/31 Balance Sheet have been acquired or have arisen only in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target, there is no reason to believe that any unbilled fees in an aggregate amount greater than $20,000 are not collectible. Section 3.07(c) of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees set forth in the 10/31 Balance Sheet.

Accounts Receivable and Accounts Payable. (a) All Attached hereto as Schedule 5.23(a) is a true, correct and complete list, as of a date not more than ten (10) days prior to the date hereof, of the accounts and notes receivable of the Company, which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. To the Knowledge of the Seller Parties, all Accounts Receivable that are reflected on and notes receivable of the 10/31 Balance Sheet represent valid obligations arising Company (i) have arisen from sales actually made or services actually performed by a Target Group Member only in the ordinary course Ordinary Course of Business, and (ii) are not subject to defenses, set-offs or counterclaims. All billed Accounts Receivable are generally due within thirty (30) days after being accrued on the books of the Company and have been collected, or will be collected, in the Ordinary Course of Business, in the full aggregate recorded amounts thereof less, in the case of the Accounts Receivable reflected on the Closing Balance Sheet, the allowance for doubtful accounts utilized in the preparation of the Closing Balance Sheet. (b) Attached hereto as Schedule 5.23(b), is a true, correct and complete list, as of a date not more than ten (10) days prior to the date hereof, of the accounts and notes payable and accrued expenses of the Company specifying in each case the payee, the face amount of each payable, the age of each payable regardless of classification on the balance sheet account and any defenses, set-offs or counterclaims that may exist with respect thereto, which includes an aging of all accounts and notes payable showing amounts owing in thirty (30) day aging categories. All accounts and notes payable and accrued expenses of the Company (collectively, the “Accounts Payable”) have been incurred or have arisen only in the Ordinary Course of Business. Except as noted on Schedule 5.23(b), there is no dispute between the Company and any payee with respect to any Account Payable. (c) Attached hereto as Schedule 5.23(c), is a true, correct and complete list of a date not more than ten (10) days prior to the date hereof, of the unbilled receivables of the Company (the “Unbilled Receivables”). All Unbilled Receivables have arisen only from sales actually made or services actually performed in the Ordinary Course of Business, are collectible in the Ordinary Course of Business and are not subject to defenses, set-offs or counterclaims. To All Unbilled Receivables, once billed are generally due within thirty (30) days after being accrued on the knowledge of Target there is no reason to believe such Accounts Receivable are not collectible net books of the reserve shown on the 10/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of the Disclosure Schedule sets forth a true and correct aging of the Accounts Receivable shown on the 10/31 Balance SheetCompany. (b) All accounts payable that are reflected on the 10/31 Balance Sheet have been incurred or have arisen only in the ordinary course. To the knowledge of Target, there is no dispute or claim with any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occur, except as may be reserved in the 10/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 Balance Sheet. (c) All unbilled fees that are reflected on the 10/31 Balance Sheet have been acquired or have arisen only in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target, there is no reason to believe that any unbilled fees in an aggregate amount greater than $20,000 are not collectible. Section 3.07(c) of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees set forth in the 10/31 Balance Sheet.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable that are reflected on of the 10/31 Balance Sheet B2e Group represent valid obligations arising from sales actually made or services actually performed by a Target B2e Group Member in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target there is no reason to believe such All Accounts Receivable of the B2e Group are not pursuant to their terms collectible within 90 days of the date they are booked, net of the reserve shown on the 10/31 5/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of the Disclosure Schedule sets forth a true and correct aging of the Accounts Receivable shown on the 10/31 5/31 Balance Sheet. (b) All accounts payable that are reflected on the 10/31 5/31 Balance Sheet have been incurred or have arisen only in the ordinary courseSheet. To the knowledge of Target, there There is no dispute or claim with any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occurother than ordinary course late fees, except as may be reserved in the 10/31 5/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 5/31 Balance Sheet. (c) All unbilled fees Unbilled Fees that are reflected on the 10/31 5/31 Balance Sheet have been acquired or have arisen only in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target, there There is no reason to believe that any unbilled fees in an aggregate amount greater than $20,000 such Unbilled Fees are not collectiblecollectible net of a reserve as reflected in the 5/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(c) of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees Unbilled Fees set forth in the 10/31 5/31 Balance Sheet.

Accounts Receivable and Accounts Payable. (a) All Attached hereto as Schedule 4.25(a) is a true, correct and complete list, as of a date not more than ten (10) business days prior to the date hereof, of the accounts and notes receivable of the Company, which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. To the Knowledge of the Seller Parties, all Accounts Receivable that are reflected on and notes receivable of the 10/31 Balance Sheet represent valid obligations arising Company (i) have arisen from sales actually made or services actually performed by a Target Group Member only in the ordinary course of business consistent with past practice, and (ii) are not subject to defenses, set-offs or counterclaims. To the knowledge Knowledge of Target there is no reason to believe such the Seller Parties, all billed Accounts Receivable are not collectible net generally due within thirty (30) days after being accrued on the books of the reserve shown on Company and have been collected, or will be collected, in the 10/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of full aggregate recorded amounts thereof, less, in the Disclosure Schedule sets forth a true and correct aging case of the Accounts Receivable shown reflected on the 10/31 Closing Balance Sheet, the allowance for doubtful accounts utilized in the preparation of the Closing Balance Sheet. (b) Attached hereto as Schedule 4.25(b), is a true, correct and complete list, as of a date not more than ten (10) business days prior to the date hereof, of the accounts and notes payable and accrued expenses of the Company specifying in each case the payee, the face amount of each payable, the age of each payable regardless of classification on the balance sheet account and any defenses, set-offs or counterclaims that may exist with respect thereto, which includes an aging of all accounts and notes payable showing amounts owing in thirty (30) day aging categories. All accounts and notes payable that are reflected on and accrued expenses of the 10/31 Balance Sheet Company (collectively, the "Accounts Payable") have been incurred or have arisen only in the ordinary coursecourse of business consistent with past practice. To the knowledge of TargetExcept as noted on Schedule 4.26(b), there is no dispute between the Company or claim any payee with respect to any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occur, except as may be reserved in the 10/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 Balance SheetAccount Payable. (c) All Attached hereto as Schedule 4.25(c), is a true, correct and complete list of a date not more than ten (10) business days prior to the date hereof, of the unbilled fees that are reflected on receivables of the 10/31 Balance Sheet have been acquired or Company (the "Unbilled Receivables"). To the Knowledge of the Seller Parties, all Unbilled Receivables have arisen only from sales actually made or services actually performed in the ordinary course of business consistent with past practices, are collectible in the ordinary course of business and are not subject to defenses, set-offs or counterclaims. To All Unbilled Receivables, once billed are generally due within thirty (30) days after being accrued on the knowledge of Target, there is no reason to believe that any unbilled fees in an aggregate amount greater than $20,000 are not collectible. Section 3.07(c) books of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees set forth in the 10/31 Balance SheetCompany.

Accounts Receivable and Accounts Payable. (a) All Accounts Receivable that are reflected on of the 10/31 Balance Sheet Company represent valid obligations arising from sales actually made or services actually performed or agreed ▇▇▇▇▇▇▇▇ in advance (carried forward as deferred revenue in the Financial Statements as appropriate) by a Target Group Member the Company in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge of Target there is no reason to believe such All Accounts Receivable of the Company are not considered to be collectible within 90 days of the date they are booked, net of the reserve shown on the 10/31 5/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of the Disclosure Schedule sets forth a true and correct aging of the Accounts Receivable shown on the 10/31 5/31 Balance Sheet. (b) All accounts payable that are reflected on the 10/31 5/31 Balance Sheet Sheet, have been incurred or have arisen only in the ordinary course. To the knowledge of Target, there There is no dispute or claim with any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occur, except as may be reserved in the 10/31 5/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 5/31 Balance Sheet. (c) All unbilled fees that are reflected on the 10/31 5/31 Balance Sheet Sheet, have been acquired or have arisen only in the ordinary course and are not subject to defenses, set-offs or counterclaims. To the knowledge Knowledge of Targetthe Warrantors, there is no reason to believe that any such unbilled fees in an aggregate amount greater than $20,000 are not collectiblecollectible net of a reserve as reflected in the 5/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(c) of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees set forth in the 10/31 5/31 Balance Sheet.

Accounts Receivable and Accounts Payable. (a) All Attached hereto as SCHEDULE 4.23(A) is a true, correct and complete list, as of a date not more than ten (10) business days prior to the date hereof, of the accounts and notes receivable of the Company, which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. To the Knowledge of the Seller Parties, all Accounts Receivable that are reflected on and notes receivable of the 10/31 Balance Sheet represent valid obligations arising from sales actually made or services actually performed by a Target Group Member Company (i) have arisen only in the ordinary course of business consistent with past practice, and (ii) are not subject to defenses, set-offs or counterclaims. To the knowledge Knowledge of Target there is no reason to believe such the Seller Parties, all billed Accounts Receivable are not collectible net generally due within thirty (30) days after being accrued on the books of the reserve shown on Company and have been collected, or are collectible, in the 10/31 Balance Sheet (which reserve is calculated consistent with past practice). Section 3.07(a) of full aggregate recorded amounts thereof, less, in the Disclosure Schedule sets forth a true and correct aging case of the Accounts Receivable shown reflected on the 10/31 Closing Balance Sheet, the allowance for doubtful accounts utilized in the preparation of the Closing Balance Sheet. (b) Attached hereto as SCHEDULE 4.23(B), is a true, correct and complete list, as of a date not more than ten (10) business days prior to the date hereof, of the accounts and notes payable and accrued expenses of the Company specifying in each case the payee, the face amount of each payable, the age of each payable regardless of classification on the balance sheet account and any defenses, set-offs or counterclaims that may exist with respect thereto, which includes an aging of all accounts and notes payable showing amounts owing in thirty (30) day aging categories. All accounts and notes payable that are reflected on and accrued expenses of the 10/31 Balance Sheet Company (collectively, the "Accounts Payable") have been incurred or have arisen only in the ordinary coursecourse of business consistent with past practice. To the knowledge of TargetExcept as noted on SCHEDULE 4.23(B), there is no dispute between the Company or claim any payee with respect to any account creditor of any such account payable that could result in any such accounts payable being due in greater than its recorded amount, nor is there any reason to believe that any of the foregoing will occur, except as may be reserved in the 10/31 Balance Sheet. Section 3.07(b) of the Disclosure Schedule sets forth a true and correct aging of the accounts payable set forth on the 10/31 Balance SheetAccount Payable. (c) All unbilled fees that are reflected on Attached hereto as SCHEDULE 4.23(C), is a true, correct and complete list of a date not more than ten (10) business days prior to the 10/31 Balance Sheet have been acquired or have arisen only in the ordinary course and are not subject to defensesdate hereof, set-offs or counterclaims. To the knowledge of Target, there is no reason to believe that any unbilled fees in an aggregate amount greater than $20,000 are not collectible. Section 3.07(c) of the Disclosure Schedule sets forth a true and correct schedule of the unbilled fees set forth in receivables of the 10/31 Balance SheetCompany (the "Unbilled Receivables").