Accounts Receivable and Inventory Clause Samples
The Accounts Receivable and Inventory clause defines how a party’s accounts receivable and inventory are treated under the agreement, often in the context of collateral or financial reporting. This clause typically outlines the requirements for maintaining, reporting, or pledging these assets, such as providing regular updates on outstanding receivables or ensuring inventory is properly valued and insured. Its core function is to ensure transparency and protect the interests of parties—such as lenders or buyers—by clarifying the treatment and monitoring of these key financial assets.
POPULAR SAMPLE Copied 1 times
Accounts Receivable and Inventory. (a) The accounts receivable of the Company as set forth on the Company Balance Sheet or arising since the Balance Sheet Date, to the extent not paid in full by the account debtor prior to the Agreement Date, (a) are valid and genuine and have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the ordinary course of business consistent with past practice, and (b) are collectible, net of the allowance for collection losses, and not subject to valid defenses, set-offs or counterclaims. The allowance for collection losses on the Company Balance Sheet and, with respect to accounts receivable arising since the Balance Sheet Date, the allowance for collection losses shown on the accounting records of the Company have been determined in accordance with GAAP consistent with historical practice of the Company, provided that in the event historical practice deviates from GAAP, historical practice shall prevail.
(b) The inventories shown on the Company Balance Sheet (net of any reserve on the Company Balance Sheet) or thereafter acquired by the Group Companies, consisted of items of a quantity and quality usable or salable in the ordinary course of business. Since the Company Balance Sheet Date, the Group Companies have continued to replenish inventories in a normal and customary manner consistent with past practices. No Group Company has received written, or to Seller’s knowledge, oral notice that it will experience in the foreseeable future any material difficulty in obtaining, in the desired quantity and quality and at a reasonable price and upon reasonable terms and conditions, the raw materials, supplies or component products required for the manufacture, assembly or production of the Company Products. The values at which inventories are carried reflect the inventory valuation policy of the Company, which is consistent with its historical practices and in accordance with GAAP, provided that in the event historical practice deviates from GAAP, historical practice shall prevail. Since the Company Balance Sheet Date, due provision was made on the books of the Group Companies in the ordinary course of business consistent with historical practices to provide for all slow-moving, obsolete, or unusable inventories to their estimated useful or scrap values and such inventory reserves are adequate. No Group Company has any commitments to purchase inventory, except in the ordinary course of business cons...
Accounts Receivable and Inventory. 2.11.1 All accounts receivable of the Company and its Subsidiaries have originated in the ordinary course of business, are valid and are not subject, to any material extent, to any defense, counterclaim or setoff.
2.11.2 All inventory in the possession of the Company or any of its Subsidiaries is owned by the Company or one or more of its Subsidiaries and recorded on such entities' books and records in accordance with generally accepted accounting principles consistently applied. All such inventory has been valued at the lower of cost, calculated on a FIFO method, or market. No inventory in the possession of the Company or any of its Subsidiaries has been consigned. The Company believes that the reserves for inventory obsolescence contained in the Company's December 31, 1995 and September 29, 1996 consolidated financial statements are adequate. No inventory relating to the ABG Business is owned by Scherer.
Accounts Receivable and Inventory. All Accounts Receivable reflected on the Latest Balance Sheet, and all Accounts Receivable arising subsequent to the date of the Latest Balance Sheet, (a) have arisen from bona fide sales transactions in the ordinary course of business of the Company or any of its Subsidiaries on ordinary trade terms, and (b) represent valid and binding obligations due to the Company or any of its Subsidiaries, enforceable in accordance with their terms. Schedule 3.14 lists any obligor which together with all of its Affiliates owes uncollected amounts to the Company or any of its Subsidiaries in an aggregate amount of $25,000 or more as of February 28, 1998. All the Inventory consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, subject to normal and customary allowances in the industry for spoilage, damage and outdated items. Except as set forth on Schedule 3.14, all items included in the Inventory are the property of the Company or any of its Subsidiaries, free and clear of any Liens (other than Permitted Liens), have not been pledged as collateral, are not held by the Company or any of its Subsidiaries on consignment from others and conform in all material respects to all standards applicable to such Inventory or its use or sale imposed by any Law.
Accounts Receivable and Inventory. The accounts receivable of the Company and its Subsidiaries reflected in the Most Recent Balance Sheet and such additional accounts receivable of the Company and its Subsidiaries as are reflected on the books and records of the Company and its Subsidiaries on the date hereof or that will be reflected on such books and records as of the Closing arose out of bona fide sales and deliveries of goods, performance of services or other business transactions, arose in the ordinary course of business and have been reflected on the Most Recent Balance Sheet or the books and records of the Company and its Subsidiaries, as applicable, in a manner consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP, in each case except to the extent reserved against thereon. Except as set forth in Schedule 3.21, such accounts receivable do not include any (a) deferred billing that is not yet invoiced or (b) estimated earnings on uncompleted projects. Except as set forth in Schedule 3.21, the inventories of the Company and its Subsidiaries reflected on the Most Recent Balance Sheet and held by the Company and its Subsidiaries on the date hereof are, or the inventories of the Company and its Subsidiaries held by the Company and its Subsidiaries on the Closing Date will be, usable or saleable in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, and are not obsolete or discounted items, except to the extent reserved against thereon. Such inventories have been reflected on the Most Recent Balance Sheet consistent with prior practices of the Company and its Subsidiaries and in accordance with GAAP.
Accounts Receivable and Inventory. (a) All accounts receivable of the Company, the Subsidiary and the LLC Subsidiary that are reflected on the Financial Statements or on the accounting records of the Company, the Subsidiary and the LLC Subsidiary as of the Closing Date (collectively, the "Accounts Receivable") represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Unless paid prior to the Closing Date, the Accounts Receivable are or will be as of the Closing Date collectible net of the respective reserves shown on the Financial Statements or on the accounting records of the Company, the Subsidiary and the LLC Subsidiary as of the Closing Date (which reserves are adequate and calculated consistent with past practice and, in the case of the reserve as of the Closing Date, will not represent a greater percentage of the Accounts Receivable as of the Closing Date than the reserve reflected in the Company GAAP Statements represented of the Accounts Receivable reflected therein and will not represent a material adverse change in the composition of such Accounts Receivable in terms of aging). Subject to such reserves, each of the Accounts Receivable either has been or will be collected in full, without any set-off, within 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, under any contract with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Section 3.22(a) of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivable as of the last day of the calendar month preceding the date of this Agreement, which list sets forth the aging of such Accounts Receivable.
(b) Except as set forth in Section 3.22(b) of the Disclosure Schedule, all inventory of the Company, the Subsidiary and the LLC Subsidiary, whether or not reflected in the Financial Statements, consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Financial Statements or on the accounting records of the Company, the Subsidiary and the LLC Subsidiary as of the Closing Date, as the case may be. All inventories not written off have been priced at the lower of cost or market on a first...
Accounts Receivable and Inventory. All accounts receivable of Seller included in the Assets represent valid obligations arising from sales actually made or services actually performed by Seller in the ordinary course of business and such accounts receivable are current and collectible. All items included in the inventories consist of a quality and quantity usable and, with respect to finished goods, saleable, in the ordinary course of business of Seller.
Accounts Receivable and Inventory. All accounts receivable --------------------------------- reflected on the Seller Balance Sheet, and all accounts receivable arising subsequent to the date of the Seller Balance Sheet, have arisen from bona fide sales transactions in the ordinary course of business of the Seller, and to the knowledge of Seller, there exist no valid, material set-offs or counterclaims with respect thereto except for those created in the ordinary course of business. All items included in the inventory of Seller are the property of the Seller, free and clear of any Lien (other than Permitted Liens), and are not held by the Seller on consignment from others.
Accounts Receivable and Inventory a. Seller's Disclosure Schedule sets forth a true and complete list of all accounts receivable and the aging thereof as of December 31,
Accounts Receivable and Inventory. Seller and Buyer agree that, with respect to Sections 3.14 and 3.15 hereof, in the event that (j) (x) 90% of the accounts receivable of the Company reflected on the Final Balance Sheet are not collected within ninety (90) days after the Closing Date, at Buyer's option, Buyer shall assign to Seller, and Seller shall purchase from Buyer, the uncollected accounts receivable reflected on the Final Balance Sheet so that the Company shall have received cash for 90% of the accounts receivable reflected on the Final Balance Sheet and (y) the remaining 10% of the accounts receivable of the Company reflected on the Final Balance Sheet are not collected within 180 days after the Closing Date, at Buyer's option, the Company shall assign to Seller, and Seller shall purchase from Buyer, the uncollected accounts receivable reflected on the Final Balance Sheet so that the Company shall have received cash for such remaining 10% of the accounts receivable reflected on the Final Balance Sheet; and (ii) the inventory of the Company reflected on the Final Balance Sheet is not useable and saleable within, with respect to matters disclosed on SCHEDULE 3.15, twelve months, with respect to all other work-in-process and finished goods, 90 days, and, with respect to all other raw materials, six (6) months, after the Closing Date, at Buyer's option, the Company shall sell to Seller, and Seller shall purchase from the Company such unuseable and unsaleable inventory. The purchase price for any such uncollected accounts receivable or unuseable and unsaleable inventory, as the case may be, shall be an amount equal to the amount reflected on the Final Balance Sheet for such items, less applicable pro rated reserves.
Accounts Receivable and Inventory. All of the accounts receivable of the Company or any of its subsidiaries, whether reflected on the Balance Sheet or arising since the date of the Balance Sheet, have arisen from bona fide transactions in the ordinary course of business consistent with past practices and are valid, genuine, and subject to the allowance for doubtful accounts set forth therein, fully collectible in the aggregate amount thereof; provided, however, that the foregoing shall not be construed as a guarantee of such collectability.
(i) All of the inventory of Company and its subsidiaries is in the possession of Company or its subsidiaries, (ii) all of the inventory of Company and its subsidiaries, including that reflected in the Financial Statements, is valued at the lower of cost or market, except as disclosed in the Financial Statements, (iii) all of the inventory of Company and its subsidiaries reflected in the Financial Statements and all inventories acquired since 2009 are properly reserved in accordance with GAAP and, subject to such reserves as reflected in the Financial Statements, consist of items that are marketable and fit for their particular use, are not defective and are of a quality and quantity usable and saleable in the ordinary course of the businesses of Company and its subsidiaries within a reasonable period of time, and all of the raw materials and work in process inventory of Company and its subsidiaries reflected on the Financial Statements and all such inventories acquired since 2009 can reasonably be expected to be consumed in the ordinary course of business within a reasonable period of time, and (iv) subject to such reserves as are reflected in the Financial Statements, none of the inventory of Company and its subsidiaries is obsolete or slow moving.